DISPOSAL OF THE COMPANY
OR BUSINESS OR ANY PART THEREOF OR TO ANY PROPOSED EXPANSION OR CONTRACTION OF
ACTIVITIES, DETAILS OF EMPLOYEES AND OFFICERS AND OF THE REMUNERATION AND OTHER
BENEFITS PAID TO THEM, INFORMATION RELATING TO RESEARCH ACTIVITIES, INVENTIONS,
SECRET PROCESSES, DESIGNS, FORMULAE AND PRODUCT LINES, WHICH COMES INTO THE
EMPLOYEES POSSESSION BY VIRTUE OF HIS EMPLOYMENT, AND ANY OTHER INFORMATION
WHICH THE COMPANY COULD REASONABLY BE EXPECTED TO REGARD AS CONFIDENTIAL,
WHETHER OR NOT SUCH INFORMATION IS REDUCED TO A TANGIBLE FORM OR MARKED IN
WRITING AS "CONFIDENTIAL" AND ANY INFORMATION WHICH HAS BEEN OR MAY BE DERIVED
OR OBTAINED FROM SUCH INFORMATION.
10.3
THE EMPLOYEE AGREES NOT TO MAKE ANY STATEMENTS TO
THE PRESS OR OTHER MEDIA IN CONNECTION WITH THE COMPANY AND/OR ANY GROUP
COMPANY, THE TERMINATION OF HIS EMPLOYMENT OR THIS AGREEMENT.
10.4
THE EMPLOYEE AGREES NOT TO MAKE, OR CAUSE TO BE
MADE, ANY DEROGATORY OR CRITICAL OR DISPARAGING REMARKS, COMMENTS OR STATEMENTS
(WHETHER ORALLY OR IN WRITING) ABOUT THE COMPANY, ITS SUPPLIERS, CUSTOMERS,
CLIENTS, INVESTORS OR ADVISERS, ITS SHAREHOLDERS, OFFICERS OR EMPLOYEES.
THE
COMPANY SHALL CAUSE ITS CURRENT EXECUTIVE OFFICERS NOT TO MAKE ANY DEROGATORY OR
CRITICAL OR DISPARAGING REMARKS, COMMENTS OR STATEMENTS (WHETHER ORALLY OR IN
WRITING) ABOUT THE EMPLOYEE.
10.5
EACH PARTY AGREES THAT IT WILL NOT DISCLOSE THE
FACT OR CONTENTS OF THIS COMPROMISE AGREEMENT WITHOUT THE PRIOR WRITTEN CONSENT
OF THE OTHER PARTY EXCEPT TO PROFESSIONAL ADVISERS, HM REVENUE & CUSTOMS OR AS
OTHERWISE REQUIRED BY LAW AND THAT THEY WILL OTHERWISE MAKE NO STATEMENT TO ANY
PERSON OR BODY RELATING TO THE TERMINATION OF HIS EMPLOYMENT NOR ANY STATEMENT
OF ANY KIND WHICH IS CALCULATED OR LIKELY TO DIMINISH THE REPUTATION OF THE
OTHER PARTY.
11
RESIGNATION FROM OFFICE
11.1
On signing this Agreement the Employee will
provide to the Company his written resignation from the office that he holds
with the Company in the form attached at Schedule 2 with effect at the
Termination Date and shall execute such documents and do such other things as
are necessary to give effect to such resignation.
For the avoidance of doubt,
the Employee will continue to remain as a board director of the Company until he
resigns or is removed from office by the shareholders.
11.2
Further it is understood between the parties that
the Employee may receive further shares in his capacity as a board director
after the Termination Date.
12
LEGAL & OTHER ASSISTANCE
12.1
THE EMPLOYEE AGREES THAT HE WILL, AT THE REQUEST
OF THE COMPANY, PROVIDE THE COMPANY AND/OR ANY GROUP COMPANY WITH SUCH
ASSISTANCE AS IT OR THEY MAY REQUIRE IN THE CONDUCT OF ANY LEGAL PROCEEDINGS,
INVESTIGATION OR ENQUIRY IN RESPECT OF WHICH THE COMPANY OR ITS ADVISERS BELIEVE
THAT THE EMPLOYEE MAY BE OF ASSISTANCE.
12.2
IF THE EMPLOYEE IS REQUIRED TO PROVIDE ASSISTANCE
TO THE COMPANY AND/OR ANY GROUP COMPANY, IN ACCORDANCE WITH CLAUSE 12.1 THE
COMPANY WILL REIMBURSE THE EMPLOYEE FOR ANY REASONABLE EXPENSES WHICH THE
EMPLOYEE MAY INCUR