Exhibit 4(c)(v)
THIS AGREEMENT is made on the 13th day of December 2004 BETWEEN SIX CONTINENTS PUBLIC LIMITEDCOMPANY whose registered office is situated at 67 Alma Road, Windsor, Berkshire SL4 3HD(hereinafter called “the Company”) of the first part and Andrew Cosslett of Gate House,Pollards Park, Nightingale Lane, Chalfont St Giles, HP8 4SN (hereinafter called “theExecutive”) of the second part.
  Words importing the singular include the plural and vice versa, words importing the genderinclude every gender and references to persons include bodies incorporate andunincorporate.
     NOW IT IS HEREBY AGREED as follows :
1. The Executive warrants that he is not prevented from taking up and performing the employmentcontemplated by this Agreement as a result of any obligation or duty owed to a third partywhether contractual or otherwise but excluding any such obligation or duty fully disclosed bythe Executive to the Company prior to the date of this Agreement.
2. 2.1 Subject to clause 2.2 below, the Company will employ the Executive and the Executivewill serve the Company as Chief Executive of Intercontinental Hotels Group PLC and theExecutive shall perform the duties and exercise the powers which may from time to time bereasonably assigned to or vested in him by the Directors of Intercontinental Hotels Group PLCor a duly authorised committee thereof (hereinafter called “the Board”) including such dutiesand powers in relation to any Associated Company (as hereinafter defined) of the Company(hereinafter together with the Company called “the Group” and the expression “Group Company”shall mean a member of the Group) as the Board shall reasonably cause to be assigned to orvested in him.
2.2 Notwithstanding any other provision of this Agreement, during the Restraint Period theExecutive shall not have assigned to him any duties or powers relating to the BritvicGroup nor shall he perform any duties or exercise any powers relating to the Britvic Groupnor shall he be engaged or be concerned in the business of the Britvic Group.
 

 

  For the purposes of this clause 2.2:
 (i) “**Britvic Group**” shall mean Britannia Soft Drinks Limited and its subsidiaries(applying the definition of “subsidiary” set out in Section 736 of the Companies Act1985); and  (ii) “**Restraint Period**” shall be the period from the Commencement Date until 26weeks thereafter.
3. 3.1 This Agreement shall commence on 31st March 2005 or such earlier date as theparties shall agree (the “Commencement Date”) and, subject to the provisions for earliertermination herein contained, continue until terminated at any time by:
3.1.1 at any time before the first anniversary of the CommencementDate, the Company giving to the Executive written notice expiringon or at any time after the second anniversary of the CommencementDate; or
3.1.2 at any time on or after the first anniversary of theCommencement Date, the Company giving to the Executive not lessthan twelve months’ previous written notice; or
3.1.3. the Executive giving to the Company not less than six months’ previouswritten notice; or
3.1.4 the Executive reaching age 60.
  With reference to sub-Clauses 3.1.1, 3.1.2 and 3.1.3 the Company shall have the absolutediscretion to waive the requirement for the Executive to work during his notice period fora maximum period of six months and the Executive agrees that during any period in which theCompany has waived this requirement (a “Garden Leave Period”) he shall undertake such workas the Company may from time to time reasonably require of him and shall not, unlessrequired by the Company, enter or attend the premises of the Company or any other GroupCompany or contact or have any communication with any employee, officer, director, agent orconsultant of the Company or any other Group Company in relation to the business of theCompany or any other Group Company. The Company agrees that at the end of the Garden LeavePeriod it will not require the Executive to return to work for the remainder of his noticeperiod.
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4. The Executive’s normal place of work shall be 67 Alma Road, Windsor,Berkshire but the Executive shall work at such location or locations as shallbe necessary or convenient for the performance of his duties pursuant toClause 2. 5. 5.1 The Executive’s employment is subject to the Terms and Conditionsof Employment contained in the Employee Handbook, of which theExecutive hereby acknowledges he has a full knowledge andunderstanding. Copies of this document may be obtained from HumanResources. The Company undertakes that any changes in such Terms andConditions shall be updated in the Handbook.   5.2     In the event of any conflict arising between this Agreement and theMemorandum of Terms and Conditions of Employment contained in theHandbook the terms of this Agreement shall prevail.   5.3     Details of disciplinary and grievance procedures are contained in theHandbook. The Executive should apply to the Chairman of the Board if heis dissatisfied with any disciplinary decision relating to him. If during thecourse of employment the Executive should have any grievance inconnection with that employment, he should in the first instance raise itwith the Chairman of the Board.. 6. 6.1 Subject to the Company’s right to suspend the Executive under sub-Clauses 3.1 and 16.10, the Executive shall unless prevented by ill-healththroughout the said term devote the whole of his working time under thisAgreement, and his attention and abilities to the business of the Groupexcept as provided in sub-Clause 6.2 below and shall obey the reasonableand lawful orders from time to time of the Board and in all respectsconform to and comply with the directions and requests made by the Boardand shall well and faithfully serve the Group and use his best endeavours topromote the interests thereof.   6.2     The Executive shall not without the consent of the Company (such consent not to beunreasonably withheld) be directly or indirectly engaged or concerned or interested in anyother business (which consent may be given subject to such terms or conditions which theCompany may require, the breach of which shall be deemed to be a breach of this Agreement).This sub-clause shall also apply to any other activity during hours in which the Executivewould not normally be engaged in duties on the Company’s behalf. However, the Executive maybe the holder of not in excess of five (5) per cent, of the outstanding voting shares ofany publicly traded company.
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  6.3     The Executive shall be entitled to purchase goods or services fromthe companies within the Group with the benefit of such discounts andcommissions as are from time to time authorised by the ExecutiveCommittee.   6.4     As soon as reasonably practicable after the Executive becomesaware of any wrongdoing by any employee of any Group Company wherethe Executive reasonably concludes that the wrongdoing is sufficientlyserious the Executive will bring the wrongdoing to the attention of theExecutive Committee. 7. 7.1     Subject as hereinafter provided the Executive shall during thecontinuance of this Agreement be remunerated for his services under thisAgreement (inclusive of any remuneration to which he may be entitled asan officer of the Company or any company within the Group) by thepayment of an annual gross salary of £650,000 per annum (or such higheramount as may be agreed between the Board and the Executive) payablenot less frequently than monthly in arrears. In the event of any increase ofsalary being so agreed the increase shall thereafter have effect as if it werespecifically provided for as a term of this Agreement.   7.2     Any advance of a cash float to cover business expenses or an advance of pay which hasnot been recovered will be repayable by the Executive in the event of the termination ofthis employment. Any moneys repayable will be deducted from the outstanding final salarypayment or holiday pay and any shortfall will be recoverable from the Executive. 8. In addition to the said fixed salary the Executive shall be reimbursed by theCompany such travelling general and entertainment expenses as shallproperly be incurred by and properly claimed by him and vouched for inconnection with the Group’s business. 9. The Executive shall be entitled throughout the term of this Agreement tothe following benefits :   9.1     Use of a suitable motor car as approved by the Company for use in connection with theperformance of his duties and for his own personal and private use, all costs to be borneby the Company except fuel costs incurred during holidays outside the United Kingdom.   The Executive is to ensure that the motor car is at all times in a proper state and has acurrent MOT Test Certificate and that in connection with its use
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  he shall at all times observe Company car user guidelines and be the holder of a properdriving licence.
  9.2     Membership of the following Group schemes on such terms as arefrom time to time in force:
9.2.1     Intercontinental UK Executive Pension Plan — Final SalarySection (including the Intercontinental Executive Top Up Scheme)in respect of which a contracting-out certificate is in force for thesaid employment. Details of pension arrangements are contained inthe current handbook on the Intercontinental Executive PensionPlan.
9.2.2     Intercontinental UK Private Healthcare Plan.
  9.3     Payment by the Company of up to two subscriptions to recognisedprofessional bodies where such professional body is directly related to theExecutive’s current job or to his normal professional skill. 10. 10.1     The Executive shall be entitled to five weeks’ paid holiday in eachyear at such time or times as may be agreed between him and the Companyand shall also be entitled to all relevant Public and Bank Holidays inEngland and Wales.   Holidays are earned on a monthly pro-rata basis by reference to the current holiday year.Holiday pay is based upon the gross salary of the Executive payable pursuant to sub-Clause7.1 above. In the event that the Executive does not take 5 weeks holiday in any year,whatever the reason, he shall not be entitled to receive pay in lieu of holidays nottaken. If the Executive leaves the Company he may receive payment for any pro-rata holidayentitlement earned but not taken for the current holiday year.   10.2     The Executive will be required to work a minimum of 35 hours per week and suchadditional hours as the requirements of his duties dictate. There shall be no normalworking hours and there shall be no entitlement to additional remuneration for anyadditional work undertaken by the Executive except and to the extent such remuneration mayhave been agreed between him and the Board. 11. 11.1     The Executive may during his employment have access toinformation about the business and finances of the Company and of eachAssociated Company and customers of the Company or any AssociatedCompany and its and their dealings, transactions, affairs, plans and
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  proposals, all of which information is or may be secret or confidential and important to theCompany and its Associated Companies and any such customers. In this Agreement such information iscalled “Confidential Information” and includes, without limitation, confidential or secretinformation relating to:-
11.1.1 ideas;
11.1.2 business methods;
11.1.3 finances;
11.1.4 prices;
11.1.5 business, financial, marketing, development or manpower plans;
11.1.6 customer lists or details;
11.1.7 computer systems and software;
11.1.8 know-how or other matters connected with the products orservices manufactured, marketed, provided or obtained by theCompany or its Associated Companies or any such customers.
  11.2     The Executive shall not without the prior written consent of the Company other than in theproper performance of his duties either during his employment or at any time after itstermination:-
11.2.1     disclose to any person (except to those authorised by theCompany to know), or
11.2.2     use for his own purposes or for any purposes other than thoseof the Company, or
11.2.3     through any failure to exercise all due care and diligence,cause or permit any unauthorised disclosure of,
  any Confidential Information save that these restrictions shall cease to apply to informationwhich (otherwise than through the default of the Executive) becomes available to the publicgenerally.
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  11.3     All notes, memoranda, papers, documents, correspondence andwriting (which shall include information recorded or stored in writing or onmagnetic tape or disc or otherwise recorded or stored for reproductionwhether by mechanical or electronic means and whether or not suchreproduction will result in a permanent record being made) which fromtime to time may be in the possession of the Executive (whether made bythe Executive or not) relating to the business of the Company or itsAssociated Companies shall be and remain the property of the Company orAssociated Company to whose business they relate and shall be deliveredby the Executive to the Company or Associated Company to which theybelong immediately upon request and in any event upon termination of theExecutive’s employment and the Executive shall not make or keep anycopies or extracts of such notes, memoranda, records, papers, documents,correspondence and writing.   11.4     The provisions of sub-Clauses 11.1, 11.2 and 11.3 shall applymutatis mutandis in relation to each of the companies within the Group totrade secrets or confidential information which the Executive may havereceived or obtained while in the service of the Company and the Executivewill upon the request of any such company enter into a separate agreementor undertaking with such company to the like effect.   11.5     Nothing in this Agreement will prevent the Executive from making a“protected disclosure” in accordance with the provisions of theEmployment Rights Act 1996 (as amended by the Public InterestDisclosure Act 1998). 12. Where deemed necessary by the Company or statute, the Executive shouldat all times during the period of his employment with the Company(hereinafter called “the Employment”) maintain his membership, whereappropriate, of all professional, trade and other bodies necessary for the fullperformance of his duties hereunder. 13. 13.1     If the Executive (whether alone or with others) shall at any timeduring the period of the Employment make an invention (whether or notpatentable) within the meaning of the Patents Act 1977 (hereinafter called“Invention”) relating to or capable of being used in the business of theCompany or any other member of the Group he shall promptly disclose tothe Company full details thereof to enable the Company to assess theInvention and to determine whether under the applicable law the Inventionis the property of the Company provided that any Invention which does notbelong to the Company shall be treated as confidential by the Company.
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  13.2     If any Invention belongs to the Company or any AssociatedCompany the Executive shall consider himself as a trustee for the Companyor any Associated Company (as the case may be) in relation to each suchInvention and shall, at the request and expense of the Company, do allthings necessary to vest all right, title and interest in any such Invention inthe Company or any Associated Company (as the case may be) or itsnominee absolutely as legal and beneficial owner and to secure andpreserve full patent or other appropriate forms of protection therefore in anypart of the world.   13.3     If any Invention does not belong to the Company or any AssociatedCompany, the Company shall have the right to acquire for itself or itsnominee the Executive’s rights therein within three months after disclosurepursuant to sub-Clause 13.1 on fair and reasonable terms to be agreed or indefault of agreement within one month to be acquired at a price to bedetermined by a single expert to be nominated in default of agreement, atthe request of either the Company or the Executive, by the President for thetime being of the Chartered Institute of Patent Agents or in default by theCourts.   13.4     If the Executive (whether alone or with others) shall at any timeduring the period of the Employment create or make any discovery, designor other work (whether registerable or not and whether or not a copyrightwork), which is not an Invention or made or created by the Executive andwholly unconnected with the Employment (hereinafter called “Works”), theExecutive shall forthwith disclose to the Company full details thereof andshall consider himself as a trustee for the Company in relation to all suchWorks. The Executive shall at the request and expense of the Companyexecute and do all instruments and things necessary to vest all right, titleand interest in and to any such Works in the Company or its nomineeabsolutely as legal and beneficial owner.   13.5     In consideration of the Company entering into this Agreement theExecutive hereby assigns to the Company by way of assignment of futurecopyright the copyright, design and other proprietary rights if any for thefull term thereof throughout the world in respect of all copyright workscreated or made by the Executive during the period of the Employment(except only those copyright works created or made by the Executive andwholly unconnected with the Employment).   13.6     If the Executive (whether alone or with others) shall at any timeduring the period of the Employment generate any idea, method orinformation relating to the business, finances or affairs of the Company or
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  capable of use by the Company which is not an Invention or Works (hereinafter called“Information”) he shall promptly disclose to the Company full details thereof and theExecutive acknowledges such Information belongs to the Company.
  13.7     The Executive hereby irrevocably waives any rights the Executivemay have under Chapter IV (moral rights) of Part I of the Copyright,Designs and Patents Act 1988 and any foreign corresponding rights inrespect of all Works.   13.8     Rights and obligations under Clause 13 shall continue in force afterthe termination of this Agreement in respect of each Invention, Works andInformation and shall be binding upon the representatives of the Executive. 14. If the Executive shall unreasonably have refused or failed to agree or acceptemployment which is (a) suitable for him having regard to his status andresponsibilities and (b) is offered to him on terms (whether financial orotherwise) no less favourable to him than the terms currently in effect underthis Agreement either by:
 (a) a company or person which has acquired or agreed to acquire thewhole or a substantial part of the undertaking and assets of theCompany; or  (b) a company or person which shall own or have agreed to acquire acontrolling interest in the equity share capital of the Company; or  (c) any subsidiary or associate of either of the above; or  (d) any subsidiary or associated company of the Company;then the Executive shall have no claim against the Company by reason of the subsequenttermination of this Agreement.
15. The Executive may be required by the Company at any time to undergo anappropriate medical examination as determined by a doctor appointed bythe Company. 16. 16.1     The appointment of the Executive hereunder shall be subject totermination by the Company at the latter’s absolute discretion:-
16.1.1 By six months’ notice in writing given at any time while the Executive isincapacitated by reason of ill-health or otherwise from
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performing his duties hereunder having been so incapacitated for a continuousperiod of not less than three hundred and sixty five days or for more than oneperiod of sickness totalling three hundred normal working days or more in any oneperiod of one hundred and four weeks and, subject to the Company being satisfiedby medical opinion, the provisions of the Intercontinental Executive Pension Planfor early retirement due to ill-health shall apply.
16.1.2 Forthwith by summary written notice if the Executive shall have committedany material breach or repeated or continued (after written warning) any breach ofhis obligations hereunder (whether expressed or implied) or shall have been guiltyof conduct which has brought himself or any company within the Group intodisrepute or shall have been bankrupted or compounded with his creditorsgenerally.
16.2 If during the continuance of his employment the Executive shall beincapacitated as referred to in sub-Clause 16.1.1 he shall receive the fullamount of his salary hereunder and all other benefits to which he is entitledfor the first twenty-six weeks of such incapacity, one half of such salaryand the full amount of such benefits for the next thirteen weeks andthereafter the provision of salary and benefits shall be at the discretion ofthe Company. The Board may require the Executive to furnish satisfactorymedical evidence of such incapacity and the cause thereof. 16.3 In the case of termination under sub-Clause 16.1 the Company shall havethe absolute discretion to waive the requirement for the Executive to workduring his notice period. 16.4 The Executive’s office as a director of Intercontinental Hotels Group PLCor any other Group Company is subject to the Articles of Association of therelevant company (as amended from time to time). If the provisions of thisAgreement conflict with the provisions of the Articles of Association, theArticles of Association will prevail but without prejudice to any rights theExecutive has or may have to compensation under this Agreement orotherwise. 16.5 The Executive must resign from any office held in any Group Company(other than as a director of Intercontinental Hotels Group PLC) if he isasked to do so by the Company. 16.6 If the Executive does not resign as an officer of a Group Company, havingbeen requested to do so in accordance with sub-Clause 16.5, the Company
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  will be appointed as his attorney to effect his resignation. By entering into thisAgreement, the Executive irrevocably appoints the Company as his attorney to act on hisbehalf to execute any document or do anything in his name necessary to effect hisresignation in accordance with sub-Clause 16.5. If there is any doubt as to whether such adocument (or other thing) has been carried out within the authority conferred by thissub-Clause 16.6, a certificate in writing (signed by any director or the secretary of theCompany) will be sufficient to prove that the act or thing falls within that authority.
16.7 The termination of any directorship or other office held by the Executive(other than his directorship of Intercontinental Hotels Group PLC) will notterminate the Executive’s employment or amount to a breach of terms ofthis Agreement by the Company. 16.8 During his employment the Executive will use his best endeavours not toact or fail to do any act within his control which could cause him to bedisqualified from continuing to act as a director of any Group Company. 16.9 The Executive must not, during the period of his employment under thisAgreement, resign his office as a director of any Group Company withoutthe consent of Intercontinental Hotels Group PLC (such consent not beunreasonably withheld) except that if the Executive has reasonable cause hemay resign his office as a director of any Group Company which is notIntercontinental Hotels Group PLC or, a subsidiary of IntercontinentalHotels Group PLC (as defined in section 735 of the Companies Act 1985)or a company falling within the terms of Clause 21.2 or Clause 21.3 hereof. 16.10 Without prejudice to the Executive’s right to remuneration and otherbenefits hereunder if the Executive is suspected of gross misconduct, theCompany shall have the right at any time to require the Executive not toattend at any place of work or otherwise to suspend the Executive from theperformance of any duties under this Agreement and during the period ofsuch suspension the Company may assign his duties, titles, or powers toanother. The Company undertakes to conduct the investigation into anysuch misconduct expeditiously and inform the Executive regularly as to itsprogress. 17. The expiration or determination of this Agreement for any reason shall not affect theobligations entered into hereunder on the part of the Executive and expressed to operate orhave effect thereafter.
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18. 18.1 In this Clause 18 the expressions below have the meaning ascribed to themrespectively below:   “**Competing Enterprise**” shall mean any person, corporation, partnership, venture or otherentity (“entity”) which engages either (i) in the business of managing, franchising,running, leasing, owning or joint venturing at least 50 hotels, or (ii). which purchases ortake options on hotel rooms (“hotel booking”) and in the case of (i) and (ii) the entity’s shares are publicly traded and such entity has a market capitalisation of not less than onebillion pounds sterling (for these purposes “market capitalisation” shall be the aggregatemarket value of the ordinary shares of the entity);   “**Garden Leave Period**” has the meaning given in sub-Clause 3.1;   “**Relevant Period**” means the period of six months beginning with the date the Executive’semployment terminates but reduced by one day for each day of a Garden Leave Period;   “**Restricted Activities**” means executive, managerial, directorial, administrative,strategic, business development or supervisory responsibilities and activities relating toall aspects of hotel ownership, hotel management, hotel franchising, hotel joint-venturingor hotel booking but excluding (a) the Executive’s employment by a unit of a CompetingEnterprise which unit is not itself engaged in Restricted Activities, so long as theExecutive’s duties and responsibilities with respect to such employment are limited to thebusiness of such unit, or (b) the Executive’s employment by an entity which includes aCompeting Enterprise where such Competing Enterprise produces revenues that account forless than 5% of the gross revenues of the entity and such Competing Enterprise is not amaterial part of the Executive’s responsibilities.   18.2     The Executive agrees that during the Relevant Period he will not without the priorwritten consent of the Company:
(i)     become associated with or engage in any Restricted Activities with respect toany Competing Enterprise whether as officer, employee, principal, partner, agent,executive, independent contractor or shareholder (other than as a holder of not inexcess of 5% of the outstanding voting shares of any publicly traded company); and
(ii)     solicit or attempt to solicit for employment with or on behalf of anycorporation, partnership, venture or other business entity, any
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person who was a band 4 level or above employee of the Company or any other GroupCompany (including for this purpose any General Manager of any hotel owned by theCompany or any other Group Company) and with whom the Executive had contact ordealings in performing the duties of his employment at any time during the periodof 12 months ending on the date the Executive’s employment terminated.
  18.3     The Executive agrees that each of the paragraphs contained in sub-Clause 18.2 above constitute an entirely separate and independent covenanton his part and the validity of one paragraph shall not be affected by thevalidity or unenforceability of another.   18.4     The Executive agrees that he will at the request and cost of theCompany enter into a direct agreement or undertaking with any GroupCompany whereby he will accept restrictions and provisions correspondingto the restrictions and provisions contained in sub-Clauses 18.1(i), and18.2(ii) above (or such of them as may be reasonable and appropriate in thecircumstances) in relation to such activities and such areas and for such aperiod as such company may reasonably require for the protection of itslegitimate interests but provided that the duration of such restrictions andprovisions are no greater than the Relevant Period.   18.5     The Executive agrees that having regard to the facts and matters setout above the restrictive covenants contained in this Clause 18 arenecessary for the protection of the business and confidential information ofthe Company and other Group Companies.   18.6     The Executive and the Company agree that while the restrictionsimposed in this Clause 18 are considered necessary for the protection of theCompany and other Group Companies it is agreed that if any one or moreof such restrictions shall either taken by itself or themselves together beadjudged to go beyond what is reasonable in all the circumstances for theprotection of the Company’s or any Group Company’s legitimate interestbut would be adjudged reasonable if any particular restriction or restrictionswere deleted or if any part or parts of the wording thereof were deleted,restricted or limited in a particular manner then the said restrictions shallapply with such deletions, restrictions or limitations as the case may be. 19. 19.1     Upon termination of this Agreement howsoever arising the Executive will resign withoutclaim for compensation from all offices (including directorships) held in any company withinthe Group (but
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  without prejudice to any claim for compensation the Executive has or may have under thisAgreement or otherwise) and will authorise the Company to appoint a person to execute anysuch resignation in his name.   19.2     All equipment, records, papers and documents kept or made by or supplied to theExecutive relating to the business of the Group shall be and remain the property of theGroup and on the termination of the Executive’s employment hereunder shall so far as theyare in his possession be delivered up to the Company. 20. Subject to the provisions of and so far as may be consistent with theCompanies Act 1985 as amended by the Companies Act 1989, theUncertificated Securities Regulations 2001 and every other statute for thetime being in force concerning companies and affecting the Company, theCompany hereby agrees that the Executive shall be indemnified by theCompany out of the Company’s own funds against and/or exempted by theCompany from all costs, charges, losses, expenses and liabilities incurredby the Executive in actual or purported execution and/or discharge of hisduties and/or the exercise or purported exercise of his powers and/orotherwise in relation to or in connection with his duties, powers or officeincluding (without prejudice to the generality of the foregoing) any liabilityincurred by the Executive in defending any proceedings, civil or criminal,which relate to anything done or omitted or alleged to have been done oromitted by him as an officer or employee of the Company and in whichjudgment is given in his favour (or the proceedings are otherwise disposedof without any finding or admission of any material breach of duty on hispart) or in which he is acquitted or in connection with any application underany statute for relief from liability in respect of any such act or omission inwhich relief is granted to him by the court.
21. ‘Associated Company’ is defined as any company which for the time beingis:   21.1     a company having an ordinary share capital (as defined in section832 of the Income and Corporation Taxes Act 1988) of which not less than10 per cent is owned directly or indirectly by the Company applying theprovisions of section 838 of the Income and Corporation Taxes Act 1988 inthe determination of ownership; and/or   21.2     a holding company (as defined in section 736 of the Companies Act1985) of the Company; and/or
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  21.3     a subsidiary (as defined in section 736 of the Companies Act 1985)of any such holding company other than the Company; and/or   21.4     any other company on behalf of which the Executive carries outduties at the request of the Company; and/or   21.5     any other company to which any company in the Group rendersmanagerial or administrative services in the ordinary course of its business. 22. Notices may be given by either party by first class recorded delivery letteraddressed to the other party at (in the case of the Company) its registeredoffice for the time being and (in the case of the Executive) his last knownaddress and any such notice shall be deemed to have been given at the timeat which the letter would be delivered in the ordinary course of first classpost. 23. To the extent permitted by law, no person other than the parties to thisAgreement and the Group shall have the right to enforce any term of thisAgreement under the Contracts (Rights of Third Parties) Act 1999. For theavoidance of doubt, save as expressly provided in this clause theapplication of the Contracts (Rights of Third Parties) Act 1999 isspecifically excluded from this Agreement, although this does not affectany other right or remedy of any third party which exists or is availableother than under this Act. 24. This Agreement shall be governed by and interpreted in accordance withEnglish law and the parties hereby agree to submit to the exclusivejurisdiction of the English Courts.
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AS WITNESS the hands of the parties the day and year first before written
EXECUTED as a DEED by
SIX CONTINENTS PUBLIC LIMITED COMPANY acting by:   Director     Director     EXECUTED as a DEED by       Andrew Cosslett     in the presence of:     Witness Name     Witness Occupation SVP & Head of Reward   Witness Address 67 Alma Road