ETHNIC ORIGIN, POLITICAL OPINIONS, RELIGIOUS BELIEFS OR OTHER BELIEFS OF A
SIMILAR NATURE, MEMBERSHIP OF A TRADE UNION (WITHIN THE MEANING OF THE TRADE
UNION AND LABOUR RELATIONS (CONSOLIDATION) ACT 1992); PHYSICAL OR MENTAL HEALTH
OR CONDITION; SEXUAL LIFE; THE COMMISSION OR ALLEGED COMMISSION OF ANY OFFENCE
OR ANY PROCEEDINGS FOR ANY OFFENCE COMMITTED OR ALLEGED TO HAVE BEEN COMMITTED,
INCLUDING THE DISPOSAL OF SUCH PROCEEDINGS OR THE SENTENCE OF ANY COURT IN SUCH
PROCEEDINGS;
"SHARE SCHEME" MEANS THE AIP, THE LTIP AND ANY OTHER SHARE OPTION OR SHARE
INCENTIVE SCHEME WHICH MAY BE ESTABLISHED FROM TIME TO TIME BY THE GROUP;
"TERMINATION DATE" MEANS THE DATE UPON WHICH THE APPOINTMENT TERMINATES FOR ANY
REASON (WHETHER LAWFULLY OR OTHERWISE);
"TNS" MEANS TRANSACTION NETWORK SERVICES, INC., A DELAWARE CORPORATION;
"UNDERTAKING", "PARENT UNDERTAKING" AND "SUBSIDIARY UNDERTAKING" RESPECTIVELY
SHALL HAVE THE MEANINGS GIVEN TO THOSE TERMS UNDER SECTIONS 258 AND 259 OF THE
COMPANIES ACT 1985; AND
"WORKING DAY" MEANS A DAY OTHER THAN A SATURDAY, SUNDAY OR BANK OR OTHER PUBLIC
HOLIDAY IN ENGLAND.
1.2
REFERENCES IN THIS AGREEMENT TO A PERSON
INCLUDE A BODY CORPORATE AND AN UNINCORPORATED ASSOCIATION OF PERSONS AND
REFERENCES TO A COMPANY INCLUDE ANY BODY CORPORATE.
1.3
REFERENCES IN THIS AGREEMENT TO A STATUTORY
PROVISION INCLUDE ANY STATUTORY MODIFICATION OR RE-ENACTMENT OF IT FOR THE TIME
BEING IN FORCE.
1.4
WORDS IN THIS AGREEMENT DENOTING THE
SINGULAR SHALL INCLUDE THE PLURAL AND VICE VERSA AND THE MASCULINE GENDER SHALL
INCLUDE THE FEMININE AND NEUTER AND VICE VERSA.
1.5
SUB-CLAUSES 1.1 TO 1.4 APPLY UNLESS THE
CONTRARY INTENTION APPEARS.
1.6
THE HEADINGS IN THIS AGREEMENT DO NOT AFFECT
ITS INTERPRETATION.
1.7
WHERE APPROPRIATE, REFERENCES TO THE
EXECUTIVE INCLUDE HIS PERSONAL REPRESENTATIVES.
1.8
REFERENCE IN THIS AGREEMENT TO ANY CLAUSE,
SUB-CLAUSE OR SCHEDULE IS TO A CLAUSE OR SUB-CLAUSE OF OR SCHEDULE TO THIS
AGREEMENT.
1.9
REFERENCES TO THE COMPANY OR ANY GROUP
COMPANY INCLUDE ITS SUCCESSORS IN BUSINESS IF THE SUCCESSION OCCURRED OR OCCURS
AFTER THE TERMINATION DATE.
1.10
SCHEDULE ONE SHALL HAVE EFFECT FOR THE PURPOSE OF
PROVIDING THE EXECUTIVE WITH ADDITIONAL INFORMATION REQUIRED BY THE EMPLOYMENT
RIGHTS ACT 1996.
2
APPOINTMENT AND DURATION
2.1
THE COMPANY WILL EMPLOY THE EXECUTIVE AND
THE EXECUTIVE WILL SERVE THE COMPANY AS PRESIDENT, INTERNATIONAL SERVICES
DIVISION AND THE EXECUTIVE SHALL HOLD OFFICE AS A DIRECTOR OF THE COMPANY FOR
THE PERIOD AND ON THE TERMS AND CONDITIONS SET OUT IN THIS AGREEMENT.
2.2
THE APPOINTMENT COMMENCED ON 1 JANUARY 2006
AND WILL CONTINUE UNLESS AND UNTIL TERMINATED BY EITHER PARTY GIVING TO THE
OTHER NOT LESS THAN 6 MONTHS' NOTICE IN WRITING.
2.3
NOTWITHSTANDING CLAUSE 2.2, THE APPOINTMENT
WILL AUTOMATICALLY TERMINATE ON THE DAY ON WHICH THE EXECUTIVE ATTAINS THE AGE
OF 65.
3
2.4
FOR THE PURPOSES OF THE ERA, THE EXECUTIVE'S
PERIOD OF CONTINUOUS EMPLOYMENT BEGAN ON 21 JANUARY 1994.
2.5
THE COMPANY MAY AT ANY TIME TERMINATE THE
APPOINTMENT LAWFULLY WITH IMMEDIATE EFFECT (WHETHER OR NOT ANY NOTICE HAS BEEN
GIVEN UNDER CLAUSE 2.2) BY PAYING