ADDRESS WITHIN THE COUNTRY OF POSTING AND SEVEN
DAYS OF POSTING IF POSTED TO AN ADDRESS OUTSIDE THE COUNTRY OF POSTING.
23.5.4
FOR THE PURPOSE OF CLAUSE 23.5.2 "BUSINESS HOURS" MEANS BETWEEN
09.00 AND 18:00 AND "BUSINESS DAY" MEANS A DAY BETWEEN MONDAY AND FRIDAY
INCLUSIVE ON WHICH BANKS IN THE COUNTRY OF THE ADDRESSEE ARE OPEN FOR BUSINESS.
23.5.5
THE COMPANY RESERVES THE RIGHT FORTHWITH UPON WRITTEN NOTICE TO
YOU TO ASSIGN ITS RIGHTS AND OBLIGATIONS UNDER THIS AGREEMENT TO ANY OTHER
COMPANY IN THE GROUP AND THEREAFTER ANY REFERENCE TO THE COMPANY IN THIS
AGREEMENT SHALL BE A REFERENCE TO ANY SUCH COMPANY.
23.5.6
IF THE COMPANY BECOMES A MEMBER OF ANY GROUP OF COMPANIES OTHER
THAN THE GROUP ("THE TRANSFEREE GROUP"), ANY REFERENCE TO THE GROUP IN THIS
AGREEMENT SHALL BE A REFERENCE TO THE TRANSFEREE GROUP.
23.5.7
THE COMPLETE OR PARTIAL INVALIDITY OR UNENFORCEABILITY OF ANY
PROVISION IN THIS AGREEMENT FOR ANY PURPOSE SHALL IN NO WAY AFFECT THE VALIDITY
OR ENFORCEABILITY OF SUCH PROVISIONS FOR ANY SUCH PURPOSE, THE REMAINDER OF SUCH
PROVISIONS OR THE REMAINING PROVISIONS OF THIS AGREEMENT.
23.5.8
THE CONSTRUCTION, VALIDITY AND PERFORMANCE OF THIS AGREEMENT
SHALL BE GOVERNED AND INTERPRETED IN ACCORDANCE WITH ENGLISH LAW AND THE PARTIES
SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF ENGLAND AND WALES.
23.5.9
DEFINITIONS ARE SET OUT IN THE ATTACHED SCHEDULE, WHICH FORMS
PART OF THIS AGREEMENT.
Signed by:
/s/ SCOTT WHEWAY
SCOTT WHEWAY
Signed for and behalf of:
/s/ ROBERT WILLETT
ROBERT WILLETT, CHAIRMAN
BEST BUY EUROPE DISTRIBUTIONS LIMITED
SCHEDULE 1
Definitions
In this Agreement the following words and phrases shall have the following
meanings:
1.
"ASSOCIATED COMPANY" SHALL MEAN A COMPANY OF WHICH MORE THAN 20
PER CENT OF THE EQUITY SHARE CAPITAL (AS DEFINED IN SECTION 548 OF THE COMPANIES
ACT 2006) IS FOR THE TIME BEING OWNED BY ANY COMPANY IN THE GROUP OR WHICH FOR
THE TIME BEING OWNS MORE THAN 20 PER CENT OF THE EQUITY SHARE CAPITAL OF A
COMPANY IN THE GROUP.
2.
"APPROVED PERSON" SHALL HAVE THE MEANING SET OUT IN THE FINANCIAL
SERVICES AND MARKETS ACT 2000.
3.
"BASIC SALARY" SHALL MEAN SALARY PAYABLE UNDER CLAUSE 7.1 AS
AMENDED FROM TIME TO TIME.
4.
"BEST BUY EUROPE" SHALL MEAN BEST BUY EUROPE DISTRIBUTIONS
LIMITED (THE PARENT COMPANY OF THE COMPANY).
5.
"BOARD" SHALL MEAN THE BOARD OF DIRECTORS OF BEST BUY EUROPE
DISTRIBUTIONS FOR THE TIME BEING AND FROM TIME TO TIME OR ANY COMMITTEE
DELEGATED BY IT;
6.
"COMMENCEMENT DATE" SHALL MEAN THE DATE OF THIS AGREEMENT;
7.
"CONFIDENTIAL INFORMATION" MEANS TRADE SECRETS AND OTHER
CONFIDENTIAL INFORMATION (WHETHER OR NOT RECORDED IN DOCUMENTARY FORM, OR STORED
ON ANY MAGNETIC OR OPTICAL DISK OR MEMORY) INCLUDING FOR THESE PURPOSES AND
WITHOUT LIMITATION:
6.1.1
DETAILS OF ANY CONTRACTS OR THE REQUIREMENTS OF CONTRACTORS
(WHETHER THEY BE BUYERS, CUSTOMERS, ADVERTISERS, SUPPLIERS OR OTHER CONTRACTORS)
OF THE COMPANY OR ANY OTHER COMPANY WITHIN THE GROUP, INCLUDING WITHOUT
LIMITATION, INFORMATION REGARDING PROJECTS UNDER DISCUSSION, THE