BUSINESS ENTITY OR OTHER ORGANISATION AN OFFER OF EMPLOYMENT EITHER DURING THE
CONTINUANCE OF THE TERMS AND CONDITIONS OF THIS LETTER OR DURING THE CONTINUANCE
IN FORCE OF ANY OF THE RESTRICTIONS SET OUT IN PARAGRAPH 16 ABOVE, YOU WILL
FORTHWITH PROVIDE TO SUCH PERSON,
9
COMPANY, BUSINESS ENTITY OR OTHER ORGANISATION A FULL AND ACCURATE COPY OF THE
CLAUSES OF THIS AGREEMENT THAT CONTINUE TO APPLY AFTER THE TERMINATION OF YOUR
EMPLOYMENT BEING CLAUSES 9, 12, 15 AND 16 OF THIS AGREEMENT.
18.
Definitions
18.1
"ASSOCIATED COMPANY" MEANS ANY FIRM, COMPANY, CORPORATION OR OTHER
ORGANISATION:-
18.1.1
WHICH IS DIRECTLY OR INDIRECTLY CONTROLLED BY THE COMPANY; OR
18.1.2
WHICH DIRECTLY OR INDIRECTLY CONTROLS THE COMPANY; OR
18.1.3
WHICH IS DIRECTLY OR INDIRECTLY CONTROLLED BY A THIRD PARTY WHO ALSO DIRECTLY OR
INDIRECTLY CONTROLS THE COMPANY; OR
18.1.4
OF WHICH THE COMPANY OR ANY OTHER ASSOCIATED COMPANY OWNS OR HAS A BENEFICIAL
INTEREST IN 20% OR MORE OF THE ISSUED SHARE CAPITAL OR 20% OR MORE OF ITS
CAPITAL ASSETS; OR
18.1.5
WHICH IS THE SUCCESSOR IN TITLE OR ASSIGN OF THE FIRMS, COMPANIES, CORPORATIONS
OR OTHER ORGANISATIONS REFERRED TO ABOVE.
18.2
"COMPANY" SHALL INCLUDE THE SUCCESSORS IN TITLE AND ASSIGNS OF THE
COMPANY.
18.3
"CONTROL" SHALL HAVE THE MEANING SET OUT IN S.416 TAXES ACT 1988
(AS AMENDED).
18.4
"IMMEDIATE RELATIVES" SHALL INCLUDE HUSBAND, WIFE, COMMON LAW
SPOUSE, CHILDREN, BROTHERS, SISTERS, COUSINS, AUNTS, UNCLES, PARENTS,
GRANDPARENTS, AND THE AFORESAID RELATIVES BY MARRIAGE.
19.
Miscellaneous
19.1
THIS LETTER CANCELS AND IS IN SUBSTITUTION FOR ALL PREVIOUS LETTERS
OF ENGAGEMENT, AGREEMENTS AND ARRANGEMENTS WHETHER ORAL OR IN WRITING RELATING
TO THE SUBJECT MATTER HEREOF BETWEEN THE COMPANY AND YOURSELF, ALL OF WHICH
SHALL BE DEEMED TO HAVE BEEN TERMINATED BY MUTUAL CONSENT. THIS LETTER MADE
BETWEEN YOU AND THE COMPANY, AND THE WORKING TIME REGULATIONS OPT-OUT FORM OF
EVEN DATE, CONSTITUTE THE ENTIRE AGREEMENT BETWEEN YOU AND THE COMPANY OF THE
TERMS UPON WHICH YOU ARE EMPLOYED.
19.2
THE VARIOUS PROVISIONS AND SUB-PROVISIONS OF THIS LETTER ARE
SEVERABLE AND IF ANY PROVISION OR SUB-PROVISION OR IDENTIFIABLE PART THEREOF IS
HELD TO BE INVALID OR UNENFORCEABLE BY ANY COURT OF COMPETENT JURISDICTION THEN
SUCH INVALIDITY OR UNENFORCEABILITY WILL NOT AFFECT THE VALIDITY OR
ENFORCEABILITY OF THE REMAINING PROVISIONS OR SUB-PROVISIONS OR IDENTIFIABLE
PARTS THEREOF IN THIS LETTER.
19.3
THIS LETTER IS GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF ENGLAND, AND YOU AND THE COMPANY SUBMIT TO THE EXCLUSIVE JURISDICTION OF
THE ENGLISH COURTS.
19.4
PARAGRAPH HEADINGS ARE INSERTED FOR CONVENIENCE ONLY AND WILL NOT
AFFECT THE CONSTRUCTION OF THIS LETTER.
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Please will you sign both copies of this letter and return the top copy to me.
Yours sincerely
/s/ Mitchell Truwit
For and on behalf of ACTIVE HOTELS LIMITED
I agree with the Terms and Conditions of my Employment as set out or referred to
above.
Signed
/s/ Andrew Phillipps
Dated
21/9/2004
Andrew Phillipps
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Exhibit 10.82
Andrew Phillipps
21 September 2004
Dear Andrew
THE WORKING