EX-10.8 13 tv502653_ex10-8.htm EXHIBIT 10.8

 

Exhibit 10.8

 

Dated 17 November 2016

 

Camfaud Concrete Pumps Limited

 

and

 

David Faud

 

 

 

SERVICE AGREEMENT

 

 

LATHAM & WATKINS

 

London

 

99 Bishopsgate

London EC2M 3XF

(44) 020 7710 1000 (Tel)

(44) 020 7374 4460 (Fax)

www.lw.com

 

Contact: Catherine Drinnan

 

 

 

1. DEFINITIONS AND INTERPRETATION 5
  1.1   DEFINITIONS 5
  1.2   INTERPRETATION AND CONSTRUCTION 7
  1.3   HEADINGS 8
2. THE EMPLOYMENT 8
  2.1   APPOINTMENT 8
  2.2 WORK PERMITS AND WARRANTY 8
3. DURATION OF THE EMPLOYMENT 8
  3.1 CONTINUOUS EMPLOYMENT 8
  3.2 DURATION 8
  3.3 PAYMENT IN LIEU OF NOTICE 9
4. HOURS AND PLACE OF WORK 9
  4.1 HOURS OF WORK 9
  4.2 PLACE OF WORK 9
5. SCOPE OF THE EMPLOYMENT 9
  5.1 DUTIES OF THE EXECUTIVE 9
  5.2 DIRECTORSHIPS AND DIRECTORS & OFFICERS INSURANCE 10
  5.3 RIGHT TO SUSPEND DUTIES AND POWERS 11
  5.4 JOINT APPOINTMENTS 11
  5.5 INTRA-GROUP TRANSFER OR SECONDMENT 11
6. REMUNERATION 12
  6.1 BASIC SALARY 12
  6.2 SALARY REVIEW 12
  6.3 CORPORATE GOVERNANCE 12
7. EXPENSES 12
  7.1 OUT-OF-POCKET EXPENSES 12
  7.2 COMPANY CREDIT/CHARGE CARDS 12
8. DEDUCTIONS 12
9. COMPANY CAR 13
  9.1 MOTOR CAR ALLOWANCE 13
10. PENSION SCHEME 13
  10.1 PENSIONS ARRANGEMENTS APPLICABLE TO THE EXECUTIVE 13
  10.2 COMPANY’S RIGHT TO TERMINATE 13
11. OTHER INSURANCE & BENEFITS 13
  11.1 HEALTH CARE SCHEME 13
  11.2 MEDICAL EXAMINATIONS 14
  11.3 LIFE ASSURANCE 14
12. HOLIDAYS 14
  12.1 THE HOLIDAY YEAR 14
 2 

 

 

  12.2 ANNUAL ENTITLEMENT 14
  12.3 HOLIDAY ENTITLEMENT ON TERMINATION 14
13. ABSENCE 14
  13.1 ABSENCE DUE TO SICKNESS OR INJURY 14
  13.2 PAYMENT OF SALARY DURING ABSENCE 15
  13.3 ABSENCE CAUSED BY THIRD PARTY NEGLIGENCE 15
14. OTHER INTERESTS 15
  14.1 DISCLOSURE OF OTHER INTERESTS 15
  14.2 RESTRICTIONS ON OTHER ACTIVITIES AND INTERESTS OF THE EXECUTIVE 16
  14.3 TRANSACTIONS WITH THE COMPANY 16
15. ANTI-BRIBERY AND CORRUPTION POLICY AND PROCEDURES 16
  15.1 PROHIBITION OF CORRUPTION 16
  15.2 COMPLIANCE WITH THE ANTI-BRIBERY AND CORRUPTION POLICY 16
  15.3 CORRUPTION EVENTS 16
16. CONFIDENTIALITY AND COMPANY DOCUMENTS 17
  16.1 RESTRICTIONS ON DISCLOSURE AND USE OF CONFIDENTIAL INFORMATION 17
  16.2 PROTECTION OF COMPANY DOCUMENTS AND MATERIALS 17
17. INVENTIONS AND OTHER WORKS 17
  17.1 EXECUTIVE TO FURTHER INTERESTS OF THE COMPANY 17
  17.2 DISCLOSURE AND OWNERSHIP OF WORKS 18
  17.3 PROTECTION, REGISTRATION AND VESTING OF WORKS 18
  17.4 WAIVER OF RIGHTS BY THE EXECUTIVE 18
  17.5 POWER OF ATTORNEY 18
  17.6 STATUTORY RIGHTS 18
18. TERMINATION 19
  18.1 TERMINATION EVENTS 19
  18.2 COMPANY’S RIGHT TO PROCEED 19
18.3 TERMINATION ON RESIGNATION AS DIRECTOR 20
  18.4 NO DAMAGES OR PAYMENT IN LIEU OF NOTICE 20
19. EVENTS UPON TERMINATION 20
  19.1 OBLIGATIONS UPON TERMINATION 20
  19.2 LOSS OF SHARE INCENTIVES 20
20. RESTRICTIONS AFTER TERMINATION 21
  20.1 DEFINITIONS 21
  20.2 RESTRICTIVE COVENANTS 22
  20.3 APPLICATION OF RESTRICTIVE COVENANTS TO OTHER GROUP COMPANIES 23
  20.4 EFFECT OF SUSPENSION ON RESTRICTED PERIOD 23
  20.5 FURTHER UNDERTAKINGS 23

 

 3 

 

 

  20.6 PROTECTION OF COMPANY REPUTATION 23
  20.7 EMPLOYMENT OFFER 24
  20.8 SEVERANCE 24
21. RECONSTRUCTION AND AMALGAMATIONS 24
22. DISCIPLINARY AND GRIEVANCE PROCEDURE 24
  22.1 DISCIPLINARY PROCEDURES 24
  22.2 GRIEVANCE PROCEDURE 24
23. GENERAL 24
  23.1 PROVISIONS WHICH SURVIVE TERMINATION 24
  23.2 NO COLLECTIVE AGREEMENTS 25
  23.3 COMPLIANCE WITH THE CODE ON CORPORATE GOVERNANCE 25
24. DATA PROTECTION AND PRIVACY 25
  24.1 DATA PROTECTION 25
  24.2 PRIVACY 25
25. AMENDMENTS, WAIVERS AND REMEDIES 25
  25.1 AMENDMENTS 25
  25.2 WAIVERS AND REMEDIES CUMULATIVE 25
26. ENTIRE AGREEMENT 26
27. NO OUTSTANDING CLAIMS 26
28. SEVERANCE 26
29. NOTICE 26
  29.1 NOTICES AND DEEMED RECEIPT 26
  29.2  ELECTRONIC SERVICE 27
30. GOVERNING LAW AND JURISDICTION 27
  30.1 GOVERNING LAW 27
  30.2 JURISDICTION 27

 

 4 

 

 

THIS AGREEMENT is made on 17 November 2016

 

BETWEEN

 

(1)Camfaud Concrete Pumps Limited, a company registered in England with registered number 02635232 and having its registered office at High Road, Thornwood Common, Epping, Essex, CM 16 6LU (the “Company”); and

 

(2)David Faud, residing at                                                                                    (the “Executive”).

 

BACKGROUND

 

The Company wishes to employ the Executive as Group Managing Director on the terms and conditions of this Agreement and the Executive wishes to accept such employment.

 

IT IS AGREED as follows:

 

1.DEFINITIONS AND INTERPRETATION

 

1.1Definitions

 

In this Agreement, unless the context otherwise requires:

 

Basic Salary means the salary, as specified in Clause 6.1(a) or, as appropriate, the reviewed annual salary from time to time;
   
Board means the Board of directors of the Company from time to time or any duly authorised committee thereof, or where the relevant powers have been reserved to the Company’s members, its members from time to time;
   
Confidential Information means all information which is identified or treated by the Company or any Group Company or any of the Group’s clients or customers as confidential or which by reason of its character or the circumstances or manner of its disclosure is evidently confidential including (without prejudice to the foregoing generality) any information about the personal affairs of any of the directors (or their families) of the Company or any Group Company, business plans, proposals relating to the acquisition or disposal of a company or business or proposed expansion or contraction of activities, maturing new business opportunities, research and development projects, designs, secret processes, trade secrets, product or services development and formulae, know-how, inventions, sales statistics and forecasts, marketing strategies and plans, costs, profit and loss and other financial information (save to the extent published in audited accounts), prices and discount structures and the names, addresses and contact and other details of: (a) employees and their terms of employment; (b) customers and potential customers, their requirements and their terms of business with the Company or Group; and (c) suppliers and potential suppliers and their terms of business (all whether or not recorded in writing or in electronic or other format);
   
Corruption includes bribery, extortion, fraud, deception, collusion, and money laundering, and each of these terms shall have the meaning ascribed to them by applicable law including but not limited to the Bribery Act 2010, the Fraud Act 2006, and the Proceeds of Crime Act 2002, or any similar legislation in any other jurisdiction;

 

 5 

 

 

 “Employment means the employment of the Executive under this Agreement or, as the context requires, the duration of that employment;
   
Group means together or separately the Company, any holding  company or undertaking of the Company and any subsidiaries and subsidiary undertakings of the Company or such holding company or undertaking from time to time (and the words “subsidiary” and “holding company” shall have the meanings given to them in section 1159 in the Companies Act 2006;
   
Group Company means any company within the Group;
   
Health Care Scheme means private medical expenses insurance and life assurance, details of which have been notified to the Executive;
   
Intellectual Property Rights means any and all existing and future intellectual or industrial property rights in and to any Works (whether registered or unregistered), including all existing and future patents, copyrights, design rights, database rights, trade marks, semiconductor topography rights, plant varieties rights, internet rights/domain names, know-how and any and all applications for any of the foregoing and any and all rights to apply for any of the foregoing in and to any Works;
   
Investment Agreement means the investment agreement related to Oxford Pumping Holdings Ltd. to be entered into on or around the date hereof between Concrete Pumping Holdings, Inc., the Investor, Oxford Pumping Holdings Ltd., David Anthony Faud, Peter Faud, Brendan Murphy and Damian Shepherd;
   
Investor means Lux Concrete Holdings II S.a r.l., a societe a responsibilite limitee incorporated under the laws of the Grand Duchy of Luxembourg, having its registered office at 560A, rue de Neudorf, L-2220 Luxembourg, Grand-Duchy of Luxembourg and in the process of being registered with the Luxembourg Trade and Companies Register;
   
Minority Holder means a person who either solely or jointly holds (directly or through nominees) any shares or loan capital in any company whose shares are listed or dealt in on a recognised investment exchange (as that term is defined by section 285 Financial Services and Markets Act 2000) provided that such holding does not, when aggregated with any shares or loan capital held by the Executive’s partner and/or his or his partner’s children under the age of 18, exceed 5% of the shares or loan capital of the class concerned for the time being issued;
   
MIP means the management incentive plan the Executive is eligible to participate in pursuant to the Investment Agreement;

 

 6 

 

 

Remuneration Committee means the remuneration committee appointed by the Board;
   
Share Incentive means any option or other right that the Executive may have to purchase, hold or otherwise acquire a share or right in respect of or relating to shares in the Company and/or a Group Company, including pursuant to the MIP;
   
Termination Date means the date of termination of the Employment;
   
Works means any documents, materials, models, designs, drawings, processes, inventions, formulae, computer coding, methodologies, know-how, Confidential Information or other work, performed made, created, devised, developed or discovered by the Executive in the course of the Employment (and whether or not made or discovered in the course of the Employment) either alone or with any other person in connection with or in any way affecting or relating to the business of the Company or any Group Company or capable of being used or adapted for use therein or in connection therewith;

 

1.2Interpretation and Construction

 

Save to the extent that the context or the express provisions of this Agreement require otherwise, in this Agreement:

 

(a)words importing the singular shall include the plural and vice versa;

 

(b)words importing any gender shall include all other genders;

 

(c)words importing the whole shall be treated as including reference to any part of the whole;

 

(d)any reference to a Clause, the Schedule or part of the Schedule is to the relevant Clause, Schedule or part of the Schedule of or to this Agreement unless otherwise specified;

 

(e)reference to this Agreement or to any other document is a reference to this Agreement or to that other document as modified, amended, varied, supplemented, assigned, novated or replaced from time to time;

 

(f)reference to a provision of law is a reference to that provision as extended, applied, amended, consolidated or re-enacted or as the application thereof is modified from time to time and shall be construed as including reference to any order, instrument, regulation or other subordinate legislation from time to time made under it except to the extent that any extension, application, amendment, consolidation, re-enactment modification or construction takes effect after the date of this Agreement and has the effect of increasing or extending any obligation or liability or otherwise adversely affects the rights of, any Party;

 

(g)references to a “person” includes any individual, firm, company, corporation, body corporate, government, state or agency of state, trust or foundation, or any association, partnership or unincorporated body (whether or not having separate legal personality) or two or more of the foregoing;
 7 

 

 

(h)general words shall not be given a restrictive meaning because they are followed by words which are particular examples of the acts, matters or things covered by the general words and “including”, “include” and “in particular” shall be construed without limitation; and

 

(i)the meaning of any words coming after “other” or “otherwise” shall not be constrained by the meaning of any words coming before “other” or “otherwise where a wider construction is possible.

 

1.3Headings

 

The table of contents and the headings in this Agreement are included for convenience only and shall be ignored in construing this Agreement.

 

2.THE EMPLOYMENT

 

2.1Appointment

 

Subject to the provisions of this Agreement, the Company employs the Executive and the Executive accepts employment as Group Managing Director of the Company with effect from 1 November 2016 notwithstanding the date or dates of this Agreement.

 

2.2Work Permits and warranty

 

(a)The Executive warrants to the Company that by virtue of entering into this Agreement he will not be in breach of any express or implied obligation to any third party, including any restrictive covenants.

 

(b)The Executive warrants that he is legally entitled to work in the United Kingdom and will throughout the Employment continue to hold a valid United Kingdom work permit if appropriate. The Executive warrants that he will notify the Company in advance of any possible change to his immigration status, as soon as he becomes aware of any circumstances that might give rise to such change. Should the Company discover that the Executive does not have permission to live and work in the United Kingdom or if any such permission is revoked, the Company reserves the right to terminate the Employment immediately and without notice or pay in lieu of notice and without referring to the warning stages of the Company’s disciplinary procedure.

 

3.DURATION OF THE EMPLOYMENT

 

3.1Continuous Employment

 

The Executive’s continuous period of employment with the Company commenced on 1 August 1984.

 

3.2Duration

 

Subject to the provisions of Clauses 3 and 18.1 the Employment shall continue unless and until terminated at any time by:

 

(a)the Company, which must give to the Executive not less than 6 months’ prior written notice of termination of the Employment; or

 

(b)the Executive, who must give to the Company not less than 6 months’ prior written notice of termination of the Employment.

 

 8 

 

 

3.3Payment in lieu of notice

 

(a)The Company shall be entitled, at its sole discretion, to terminate the Employment immediately at any time by giving the Executive notice in writing. In these circumstances, subject to the terms of Clause 3.3(b), the Company will subsequently make a payment to the Executive in lieu of notice, calculated in accordance with the provisions of Clauses 3.3 (the payment being referred to as a “Notice Payment”).

 

(b)For the avoidance of doubt, the Company is not obliged to make a Notice Payment. If the Company shall decide not to make a Notice Payment, the Executive shall not be entitled to enforce that payment as a contractual debt nor as liquidated damages.

 

(c)The Notice Payment will be paid less all deductions that are required or permitted by law to be made including in respect of income tax, national insurance contributions and any sums due to the Company or any Group Company.

 

(d)The Notice Payment will consist of a sum equivalent to the Basic Salary which the Executive would have received in respect of any notice period outstanding on the Termination Date but will exclude any bonus, commission and share of profit and other benefits (for example any benefits derived from any Share Incentives) which he would have received or would have accrued to him during that period.

 

4.HOURS AND PLACE OF WORK

 

4.1Hours of work

 

The Executive agrees that he shall work normal business hours together with such additional hours as are necessary for the proper performance of his duties. The Executive shall work a minimum of 40 hours per week from 08.30 am to 16.30 pm.

 

Working Time Regulations

 

The Executive has autonomous decision making powers. The duration of his working time is not measured or predetermined.

 

4.2Place of work

 

(a)The Executive’s place of work will initially be at the Company’s offices at High Road, Thornwood Common, Epping, Essex, CM16 6LU but the Company may require the Executive to work at any place within the United Kingdom on either a temporary or an indefinite basis. The Executive will be given reasonable notice of any change in his permanent place of work.

 

(b)The Executive will not be required to be absent from the United Kingdom for a period exceeding 1 month at any one time.

 

5.SCOPE OF THE EMPLOYMENT

 

5.1Duties of the Executive

 

During the Employment the Executive shall:

 

(a)undertake and carry out to the best of his ability such duties and exercise such powers in relation to the Company or Group’s business as may from time to time be assigned to or vested in him by the Board including where those duties require the Executive to work for any Group Company (it being acknowledged that the Board will only assign such duties to the Executive as are appropriate to the Executive’s position);

 

 9 

 

 

(b)in the discharge of those duties and the exercise of those powers observe and comply with all lawful resolutions, regulations and directions from time to time made by, or under the authority of, the Board and promptly upon request, give a full account to the Board or a person duly authorised by the Board of all matters with which he is involved. He will provide the information in writing if requested;

 

(c)comply with the Articles of Association (as amended from time to time) of the Company and any Group Company;

 

(d)do, or refrain from doing, such things as are necessary or expedient to ensure compliance by himself and the Company and any Group Company with applicable law and regulations including the UK Corporate Governance Code and all other regulatory authorities relevant to the Company and any Group Company, and any codes of practice issued by the Company and any Group Company(as amended from time to time);

 

(e)act in accordance with all statutory, fiduciary and common law duties that he owes to the Company and any Group Company;

 

(f)refrain from doing anything which would cause him to be disqualified from acting as a director;

 

(g)unless prevented by ill-health, holidays or other unavoidable cause, devote the whole of his working time, attention and skill to the discharge of his duties hereunder as may be reasonably required;

 

(h)faithfully and diligently perform his duties and at all times use his best endeavours to promote and protect the interests of the Company and the Group;

 

(i)promptly disclose to the Board full details of any wrongdoing by the Executive or any other employee of any Group Company where that wrongdoing is material to that employee’s employment by the relevant company or to the interests or reputation of any Group Company;

 

(j)not incur on behalf of the Company or any Group Company any capital expenditure in excess of such sum as may be authorised from time to time by resolution of the Board;

 

(k)not enter into on behalf of the Company or any Group Company any commitment, contract or arrangement which is otherwise than in the normal course of the Company’s or the relevant Group Company’s business or is outside the scope of his normal duties or authorisations or is of an unusual or onerous or long-term nature; and

 

(1)not engage any person on terms which vary from those established from time to time by resolution of the Board.

 

5.2Directorships and Directors & Officers insurance

 

(a)The Executive may be required to act as a director of the Company and other Group Companies (either executive or non-executive) as the Board requires from time to time. The Company reserves the right on giving written notice to the Executive to terminate any office or directorship immediately at any time without impact on the Executive’s continuing employment with the Company.

 

 10 

 

 

(b)The Company shall for the duration of the Employment and for a period of not less than six calendar years following the Termination Date, maintain directors’ and officers’ insurance for the benefit of the Executive in respect of those liabilities which he may incur as a director or officer of the Company or any Group Company and for which such insurance is normally available.

 

5.3Right to suspend duties and powers

 

(a)During any notice period or for the purpose of investigating any matter in which the Executive is implicated or involved, the Company reserves the right in its absolute discretion to suspend all or any of the Executive’s duties and powers on terms it considers expedient or to require him to perform only such duties, specific projects or tasks as are assigned to him expressly by the Company (including the duties of another position of equivalent status) in any case for such period or periods and at such place or places consistent with Clause 4.2 (including, without limitation, the Executive’s home) as the Company in its absolute discretion deems necessary (the “Garden Leave”). During any period of Garden Leave the terms and conditions set out in this Agreement shall continue to apply to the Executive.

 

(b)The Company may, at its sole discretion, require that during the Garden Leave the Executive shall not:

 

(i)enter or attend the premises of the Company or any Group Company;

 

(ii)contact or have any communication with any client or prospective client or supplier of the Company or any Group Company in relation to the business of the Company or any Group Company;

 

(iii)contact or have any communication with any employee, officer, director, agent or consultant of the Company or any Group Company in relation to the business of the Company or any Group Company;

 

(iv)remain or become involved in any aspect of the business of the Company or any Group Company except as required by such companies; or

 

(v)work either on his own account or on behalf of any other person.

 

(c)During Garden Leave, the Executive will continue to receive his Basic Salary and benefits but will not accrue any bonus, commission or share of profit, provided always that any entitlements under the MIP will be dealt with in accordance with the terms of the Investment Agreement.

 

(d)For the avoidance of doubt, the Company may exercise its powers under this Clause 5.3 at any time during the Employment including after notice of termination has been given by either party.

 

5.4Joint appointments

 

The Company shall be at liberty to appoint any other person or persons to act jointly with the Executive in any position to which he may be assigned from time to time.

 

5.5Intra-Group transfer or secondment

 

The Company may, following consultation and reasonable notification to the Executive transfer this Agreement or second the Executive to any Group Company at any time.

 

 11 

 

 

6.REMUNERATION

 

6.1Basic Salary

 

(a)During the Employment the Company shall pay the Executive a Basic Salary of not less than £150,000 per annum. The Basic Salary shall accrue from day to day and be payable by credit transfer in equal monthly instalments in arrears on or around the last day of each calendar month or otherwise as arranged from time to time.

 

(b)The Basic Salary shall be inclusive of all director’s fees (if any) to which the Executive may become entitled including all remuneration and director’s fees in respect of services rendered by the Executive to any Group Company.

 

6.2Salary review

 

The Basic Salary shall be reviewed annually, the first such review to take place in December 2017. The Company is not obliged to increase the Basic Salary at any review.

 

6.3Corporate Governance

 

All payments and/or benefits payable to the Executive are subject to and conditional upon: (i) the terms of applicable law, regulation and governance codes that regulate or govern executive pay from time to time; and (ii) the consent of the shareholders of the Company (together “Remuneration Governance”). The Company reserves the right to amend, reduce, hold back, defer, claw back and alter the structure of any payments and benefits payable to the Executive in order to comply with Remuneration Governance provided that the Company agrees to consult with the Executive before taking any such action.

 

7.EXPENSES

 

7.1Out-of-pocket expenses

 

The Company shall reimburse to the Executive (against receipts or other appropriate evidence as the Board may require) the amount of all out-of-pocket expenses reasonably and properly incurred by him in the proper discharge of his duties hereunder to the extent that such expenses are incurred in accordance with the Company’s business expenses policy from time to time.

 

7.2Company credit/charge cards

 

In the event that the Company issues a Company sponsored credit or charge card to the Executive he shall use such card only for expenses reimbursable under Clause 7.1 and shall return it to the Company when so requested and in any event immediately on termination of the Employment howsoever arising.

 

8.DEDUCTIONS

 

The Executive agrees that the Company may deduct from any sums due to him under this Agreement any sums due by him to the Company including, without limitation, any debits to his Company credit or charge card not authorised by the Company, the Executive’s pension contributions (if any), any overpayments, loans or advances made to him by the Company, the cost of repairing any damage or loss to the Company’s property caused by him and any losses suffered by the Company as a result of any gross negligence or material breach of duty by the Executive.

 

 12 

 

 

9.COMPANY CAR

 

9.1Motor car allowance

 

The Executive will be paid an allowance of £833.33 per month to enable the Executive to obtain a car and will be reimbursed the cost (which is currently 0.45p/mile) of his business mileage in terms of the mileage allowance applicable from time to time. The car allowance will be subject to deduction of tax and National Insurance contributions.

 

10.PENSION SCHEME

 

10.1Pensions arrangements applicable to the Executive

 

(a)During the period of the Executive’s service with the Company, the Company will comply at all times with the employer duties under Part 1 of the Pensions Act 2008.

 

(b)The Executive is currently a member of the Camfaud Concrete Pumps Ltd EPS initiated by the Company (the “Scheme”) subject to its rules from time to time in force. Details of the Scheme are available from the Company.

 

10.2Company’s right to terminate

 

The Company shall be entitled at any time to terminate the Scheme or the Executive’s membership of it subject to providing him with membership of an equivalent pension scheme the benefits of which shall be materially the same as the benefits provided to the Executive under the Scheme.

 

11.OTHER INSURANCE & BENEFITS

 

11.1Health Care Scheme

 

Without prejudice to the terms of Clauses 3 and 18, the Executive and his spouse and children shall be entitled during the Employment, to participate at the Company’s expense in the Health Care Scheme subject to the following terms and conditions:

 

(a)the Executive’s and his family’s participation is subject to the Company’s rules regarding eligibility in force from time to time and the rules, terms and conditions of the relevant Health Care Scheme and/or insurance policy in force from time to time (a copy of each scheme in force at any time shall be available from the Human Resources Department);

 

(b)the Company reserves the right to terminate the Executive’s or his family’s or the Company’s participation in any of the Health Care Scheme(s), substitute a new scheme(s) for an existing scheme(s) and/or alter the level or type of benefits available under any scheme(s);

 

(c)if a scheme provider (e.g. an insurance company or pensions provider) refuses for any reason (whether under its own interpretation of the rules, terms and conditions of the relevant insurance policy or otherwise) to accept a claim and/or provide the relevant benefit(s) to the Executive (or his family) under the applicable Health Care Scheme, the Company shall not be liable to provide (or compensate the Executive for the loss of) such benefit(s) nor shall it be obliged to take action against the provider to enforce any rights under the Health Care Scheme; and

 

(d)the fact that the termination of the Employment may result in the Executive or his family ceasing to be eligible to receive or continue to receive benefits under the Health Care Scheme does not remove the Company’s right to terminate the Employment.

 

 13 

 

 

11.2Medical examinations

 

At any reasonable time during the Employment the Company may require the Executive to undergo a medical examination by a medical practitioner appointed by the Company and at the Company’s expense and the Executive will consent to such examination and to the results being made available to the Company.

 

11.3Life assurance

 

If the Executive so elects he may cease to participate in the Company’s life assurance scheme and be paid an allowance of £1,500 per annum in lieu subject to deduction of tax and National Insurance contributions.

 

12.HOLIDAYS

 

12.1The holiday year

 

The Company’s holiday year runs from 1st January to 31st December. Holidays can only be taken with the prior permission of the Board.

 

12.2Annual entitlement

 

(a)The Executive’s annual entitlement to paid holidays is to those public or customary holidays recognised by the Company in any holiday year (of which there are eight in total) and in addition, 25 contractual days’ holiday.

 

(b)Entitlement to contractual holidays is accrued pro rata throughout the holiday year. The Executive will be entitled to take public and customary holidays on the days that they are recognised by the Company during the holiday year.

 

(c)The Executive is not entitled to carry any unused holiday entitlement forward to the next holiday year without the permission of the Company.

 

12.3Holiday entitlement on termination

 

Upon notice of termination of the Employment being served by either party, the Company may require the Executive to take any unused holidays accrued in the holiday year in which the termination takes place at that time during any notice period. Alternatively, the Company may, at its discretion, on termination of the Employment, make a payment in lieu of accrued contractual holiday entitlement. The Executive will be required to make a payment to the Company in respect of any holidays taken in excess of his holiday entitlement accrued at the Termination Date. Any sums so due may be deducted from any money owing to the Executive by the Company.

 

13.ABSENCE

 

13.1Absence due to sickness or injury

 

If the Executive is absent from work due to sickness or injury he shall:

 

(a)immediately inform the Company of his sickness or injury; and

 

(b)In respect of absence due to sickness, injury or accident that continues for more than 7 consecutive days (including weekends) the Executive must provide the Company with a note of fitness to work stating the reason for the absence. Thereafter notes of fitness to work must be provided to the Company to cover the remainder of the period of continuing sickness absence. Failure to follow these requirements may result in disciplinary action and loss of Statutory Sick Pay and/or sick pay pursuant to Clause 13.2.

 

 14 

 

 

13.2Payment of salary during absence

 

(a)Subject to the Executive complying with the terms of Clause 13.1, the Company may, at its sole discretion continue to pay Basic Salary and other benefits during any period of absence due to sickness or injury.

 

(b)Payment of the Basic Salary in terms of Clause 13.2(a) shall be made less:

 

(i)an amount equivalent to any Statutory Sick Pay payable to the Executive;

 

(ii)any sums which may be received by the Executive under any insurance policy effected by the Company; and

 

(iii)any other benefits or sums which the Executive receives e.g. under a PHI or other insurance scheme in terms of the Employment or under any relevant legislation

 

(c)Once payment of Basic Salary under Clause 13.2(a) ceases, then the Executive shall have no right to any benefit or emolument from the Company.

 

13.3Absence caused by third party negligence

 

If the Executive’s absence is caused by the negligence of a third party in respect of which damages are recoverable, then all sums paid by the Company during the period of absence [in terms of Clause 13.2 shall constitute loans to the Executive who shall:

 

(a)immediately notify the Company of all the relevant circumstances and of any claim, compromise, settlement or judgment made or awarded; and

 

(b)if the Company so requires, refund to it an amount determined by the Company, not exceeding the lesser of:

 

(i)the amount of damages recovered by him in respect of loss of earnings during the period of absence under any compromise, settlement or judgment; and

 

(ii)the sums advanced to him by the Company in respect of the period of incapacity.

 

14.OTHER INTERESTS

 

14.1Disclosure of other interests

 

The Executive shall disclose to the Board any interest of his own (or that of his partner or of any child of his or of his partner under eighteen years of age):

 

(a)in any trade, business or occupation whatsoever which is in any way similar to any of those in which the Company or any Group Company is involved; and

 

(b)in any trade, business or occupation carried on by any supplier or customer of the Company or any Group Company whether or not such trade, business or occupation is conducted for profit or gain.

 

 15 

 

 

14.2Restrictions on other activities and interests of the Executive

 

(a)During the Employment the Executive shall not at any time, without the prior written consent of the Board, either alone or jointly with any other person, carry on or be directly or indirectly employed, engaged, concerned or interested in any business, prospective business or undertaking other than a Group Company. Nothing contained in this Clause shall preclude the Executive from being a Minority Holder unless the holding is in a company that is a direct business competitor of the Company or any Group Company in which case, the Executive shall obtain the prior consent of the Board to the acquisition or variation of such holding.

 

(b)If the Executive, with the consent of the Board, accepts any other appointment he must keep the Company accurately informed of the amount of time he spends working under that appointment.

 

14.3Transactions with the Company

 

Subject to any regulations issued by the Company, the Executive shall not be entitled to receive or obtain directly or indirectly any discount, rebate, commission or any other form of gift or gratuity (any of these referred to as a “Gratuity”) as a result of the Employment or any sale or purchase of goods or services effected or other business transacted (whether or not by him) by or on behalf of the Company or any Group Company and if he (or any person in which he is interested) obtains any Gratuity he shall account to the Company for the amount received by him (or a due proportion of the amount received by the person having regard to the extent of his interest therein).

 

15.ANTI-BRIBERY AND CORRUPTION POLICY AND PROCEDURES

 

15.1Prohibition of Corruption

 

The Company prohibits Corruption and will not tolerate any involvement or attempted involvement in Corruption by the Company or any Executive, employees, agents, associates or any parties in any way associated with the business of the Company or the Group. This prohibition extends to all of the Group’s business dealings and transactions in all countries in which it, its subsidiaries, its agents and its associates operate.

 

15.2Compliance with the Anti-Bribery and Corruption Policy

 

The Executive must comply with any Anti-Bribery and Corruption Policy that the Company has in place from time to time and must report any instances of Corruption (including those attempted and/or resisted) and/or corrupt activity involving the Company or any Group Company or any of its officers, employees, agents or associates which he becomes aware of irrespective of the identity or position of those alleged to be involved.

 

15.3Corruption events

 

During the Employment the Executive shall not:

 

(a)become involved in bribery whether by offering, promising, giving, agreeing to, soliciting, demanding, requesting, receiving, or accepting bribes, or behaving corruptly in expectation of a bribe or an advantage;

 

(b)offer any hospitality, gift or gratuity to customers, suppliers or any other person connected with the business of the Company or the Group with the intention of gaining a business advantage. Any gifts or invitations to hospitality events that the Executive wishes to issue which are expected to exceed the value of £100 must be agreed in advance with the Board;

 

 16 

 

  

(c)receive or obtain directly or indirectly any discount, rebate, commission, or gratuity over the value of £100 or any hospitality or other form of gift known to have a value of over £100 (any of these referred to as a “Gratuity”) as a result of the Employment or any sale or purchase of goods or services effected or other business transacted (whether or not by him) by or on behalf of the Company or any Group Company and if he (or any person in which he is interested) obtains any Gratuity he must first seek permission from the Board and may be required to account to the Company for the amount received by him (or a due proportion of the amount received by the person having regard to the extent of his interest therein).

 

16.CONFIDENTIALITY AND COMPANY DOCUMENTS

 

16.1Restrictions on disclosure and use of Confidential Information

 

The Executive must not either during the Employment (except in the proper performance of his duties) or at any time (without limit) after the Termination Date:

 

(a)divulge or communicate to any person;

 

(b)use for his own purposes or for any purposes other than those of the Company or any Group Company; or

 

(c)through any failure to exercise due care and diligence, cause any unauthorised disclosure of;

 

any Confidential Information. The Executive must at all times use his best endeavours to prevent publication or disclosure of any Confidential Information. These restrictions shall cease to apply to any information which shall become available to the public generally otherwise than through the default of the Executive.

 

16.2Protection of Company documents and materials

 

All notes, records, lists of customers, suppliers and employees, correspondence, computer and other discs or tapes, data listings, codes, keys and passwords, designs, drawings and other documents or material whatsoever (whether made or created by the Executive or otherwise and in whatever medium or format) relating to the business of the Company or any Group Company or any of its or their clients (and any copies of the same):

 

(a)shall be and remain the property of the Company or the relevant Group Company or client; and

 

(b)shall be handed over by the Executive to the Company or the relevant Group Company or client on demand by the Company and in any event on the termination of the Employment.

 

17.INVENTIONS AND OTHER WORKS

 

17.1Executive to further interests of the Company

 

The Company and the Executive agree that the Executive may make or create Works in the course of and/or during the Employment and agree that in this respect the Executive is obliged to further the interests of the Company and any Group Company.

 

 17 

 

 

17.2Disclosure and ownership of Works

 

The Executive must immediately disclose to the Company all Works and all Intellectual Property Rights. Both the Works and all Intellectual Property Rights will (subject to sections 39 to 43 Patents Act 1977) belong to and be the absolute property of the Company or any other person the Company may nominate.

 

17.3Protection, registration and vesting of Works

 

The Executive shall immediately on request by the Company (whether during or after the Employment) and at the expense of the Company:

 

(a)apply or join with the Company or any Group Company in applying for any Intellectual Property Rights or other protection or registration (“Protection”) in the United Kingdom and in any other part of the world for, or in relation to, any Works;

 

(b)execute all instruments and do all things necessary for vesting all Intellectual Property Rights or Protection when obtained and all right, title and interest to and in the same absolutely and as sole beneficial owner in the Company or such Group Company or other person as the Company may nominate; and

 

(c)sign and execute any documents and do any acts reasonably required by the Company in connection with any proceedings in respect of any applications and any publication or application for revocation of any Intellectual Property Rights or Protection.

 

17.4Waiver of rights by the Executive

 

The Executive hereby irrevocably and unconditionally waives all rights under Chapter IV Copyright, Designs and Patents Act 1988 and any other moral rights which he may have in the Works, in whatever part of the world such rights may be enforceable including:

 

(a)the right conferred by section 77 of that Act to be identified as the author of any such Works; and

 

(b)the right conferred by section 80 of that Act not to have any such Works subjected to derogatory treatment.

 

17.5Power of Attorney

 

The Executive hereby irrevocably appoints the Company to be his attorney and in his name and on his behalf to execute any such act and to sign all deeds and documents and generally to use his name for the purpose of giving to the Company the full benefit of this Clause. The Executive agrees that, with respect to any third parties, a certificate signed by any duly authorised officer of the Company that any act or deed or document falls within the authority hereby conferred shall be conclusive evidence that this is the case.

 

17.6Statutory rights

 

Nothing in this Clause 17 shall be construed as restricting the rights of the Executive or the Company under sections 39 to 43 Patents Act 1977.

 

 18 

 

 

18.TERMINATION

 

18.1Termination events

 

Notwithstanding the provisions of Clauses 3 and 11 the Company shall be entitled, but not bound, to terminate the Employment with immediate effect by giving to the Executive notice in writing at any time after the occurrence of any one or more of the following events:

 

(a)if the Executive is guilty of any gross misconduct or behaviour which tends to bring himself or the Company or any Group Company into disrepute; or

 

(b)if the Executive commits any material or persistent breach of this Agreement (in the case of a non-material persistent breach, having been given notice in writing of the breach and a reasonable opportunity to rectify the breach) or fails to comply with any reasonable order or direction of the Board; or

 

(c)if the Executive fails to perform his duties to the reasonable satisfaction of the Board (having been given notice in writing of: (i) the areas of underperformance, (ii) the improvements in performance that are reasonably required by the Board; and (iii) a reasonable period of time to make the necessary improvements in performance); or

 

(d)if he becomes insolvent or bankrupt or compounds with or grants a trust deed for the benefit of his creditors; or

 

(e)if his behaviour (whether or not in breach of this Agreement) can reasonably be regarded as materially prejudicial to the interests of the Company or any Group Company, including if he is found guilty of any criminal offence punishable by imprisonment (whether or not such sentence is actually imposed); or

 

(f)if he has an order made against him disqualifying him from acting as a company director; or

 

(g)if the Executive is removed from membership of any industry regulating body; or

 

(h)if the Executive is found guilty of a breach of the rules or regulations of the regulatory authority relevant to the Company or any Group Company or any code of practice issued by the Company or any Group Company (as amended from time to time); or

 

(i)if the Executive commits any material breach of Clause 9 (Restrictions on the Managers) or Clause 6.2 (Conduct of Business) in so far as the undertakings in Clause 6.2 relate to the obligations in Paragraph 2 of Schedule 6 (Reserved Matters) of the Investment Agreement which, if capable of remedy, is not remedied to the satisfaction of the Investor (as defined in the Investment Agreement) within 20 days of the Investor becoming aware of the breach and notifying the Executive accordingly; or

 

(j)if the Executive is found guilty of any offence of bribery under the Bribery Act 2010, or other bribery legislation in any other jurisdiction, breach of Clause 15 of this Agreement or the Company’s Anti-Bribery and Corruption Policy.

 

18.2Termination on resignation as director

 

If the Executive resigns as a director of the Company or any Group Company (otherwise than at the request of the Company), he shall be deemed to have terminated the Employment with effect from the date of his resignation and the Employment shall terminate at that time, unless the Company agrees with the Executive that the Employment should continue, in which case the Employment may be subject to any terms and conditions stipulated by the Company in its absolute discretion.

 

 19 

 

 

18.3No damages or payment in lieu of notice

 

In the event of the Employment being terminated pursuant to Clause 18.1, the Executive shall not be entitled to receive any payment in lieu of notice nor make any claim against the Company or any Group Company for damages for loss of office or termination of the Employment. Regardless of this, the termination shall be without prejudice to the continuing obligations of the Executive under this Agreement.

 

19.EVENTS UPON TERMINATION

 

19.1Obligations upon termination

 

Immediately upon the termination of the Employment howsoever arising or immediately at the request of the Board at any time after either the Company or the Executive has served notice of termination of the Employment, the Executive shall:

 

(a)deliver to the Company all Works, materials within the scope of Clause 16.2 and all other materials and property including credit or charge cards, mobile telephone (although you will be entitled to retain your mobile telephone number), computer equipment, disks and software, passwords, encryption keys or the like, keys, security pass, letters, stationery, documents, files, films, records, reports, plans and papers (in whatever format including electronic) and all copies thereof used in or relating to the business of the Company or the Group which are in the possession of or under the control of the Executive;

 

(b)return to the Company in good condition any motor car provided to the Executive together with all keys and relevant documentation;

 

(c)resign (without claim for compensation) as a director and from all other offices held by him in the Company or any Group Company or otherwise by virtue of the Employment. For the avoidance of doubt, such resignations shall be without prejudice to any claims the Executive may have against the Company or any Group Company arising out of the termination of the Employment; and

 

(d)transfer without payment, to the Company, or as the Company may direct, any shares or other securities held by the Executive as nominee or trustee for the Company or any Group Company;

 

and should the Executive fail to do so the Company is hereby irrevocably authorised to appoint some person to sign any documents and/or do all things in his name and on his behalf necessary to give effect thereto,

 

19.2Loss of Share Incentives

 

(a)Subject to clause 19.2(b) on the termination of the Employment (howsoever arising, including lawfully or unlawfully), the Executive shall not be entitled to any compensation or payment for the loss of the Share Incentives or any benefit which could have been derived from them, whether the compensation or payment is claimed by way of a payment in lieu of notice, damages for wrongful dismissal, breach of contract or loss of office, or compensation for unfair dismissal, or on any other basis.

 

(b)The Executive’s entitlements under the MIP shall be dealt with in accordance with the terms of the Investment Agreement.

 

 20 

 

 

20.RESTRICTIONS AFTER TERMINATION

 

20.1Definitions

 

Since the Executive is likely to obtain Confidential Information in the course of the Employment and personal knowledge of and influence over suppliers, customers, clients and employees of the Company and Group Companies, the Executive hereby agrees with the Company that in addition to the other terms of this Agreement and without prejudice to the other restrictions imposed upon him by law, he will be bound by the covenants and undertakings contained in Clauses 20.2 to 20.7. In this Clause 20, unless the context otherwise requires:

 

Customer means any person to which the Company distributed, sold or supplied Restricted Products or Restricted Services during the Relevant Period and with which, during that period either the Executive, or any employee under the direct or indirect supervision of the Executive, had material dealings in the course of the Employment, but always excluding therefrom, any division, branch or office of such person with which the Executive and/or any such employee had no dealings during that period;
   
Prospective Customer means any person with which the Company had discussions during the Relevant Period regarding the possible distribution, sale or supply of Restricted Products or Restricted Services and with which during such period the Executive, or any employee who was under the direct or indirect supervision of the Executive, had material dealings in the course of the Employment, but always excluding therefrom any division, branch or office of that person with which the Executive and/or any such employee had no dealings during that period;
   
Relevant Period means: (i) where the Employment is continuing, the period of the Employment; and (ii) where the Employment has terminated, the period of twelve months immediately preceding the Termination Date;
   
Restricted Area

means:

 

(a)           England, Scotland, Wales; and

 

(b)          any other country in the world where, on the Termination Date, the Company dealt in Restricted Products or Restricted Services;

   
Restricted Employee means any person who was a director, employee or consultant of the Company at any time within the Relevant Period who by reason of that position and in particular his seniority and expertise or knowledge of Confidential Information or knowledge of or influence over the clients, customers or contacts of the Company is likely to cause damage to the Company if he were to leave the employment of the Company and become employed by a competitor of the Company;
   
Restricted Period means the period commencing on the Termination Date and, subject to the terms of Clause 20.4, continuing for 12 months;
   
Restricted Products means any products, equipment or machinery researched into, developed, manufactured, supplied, marketed, distributed or sold by the Company and with which the duties of the Executive were materially concerned or for which he was responsible during the Relevant Period, or any products, equipment or machinery of the same type or materially similar to those products, equipment or machinery;

 

 21 

 

 

 “Restricted Services means any services (including but not limited to technical and product support, technical advice and customer services) researched into, developed or supplied by the Company and with which the duties of the Executive were materially concerned or for which he was responsible during the Relevant Period, or any services of the same type or materially similar to those services;
   
Supplier means any supplier, agent, distributor or other person who, during the Relevant Period was in the habit of dealing with the Company and with which, during that period, the Executive, or any employee under the direct or indirect supervision of the Executive, had material dealings in the course of the Employment.

 

20.2Restrictive covenants

 

Both during the Employment and during the Restricted Period, the Executive will not, without the prior written consent of the Company (such consent not to be unreasonably withheld), whether by himself, through his employees or agents or otherwise and whether on his own behalf or on behalf of any person, directly or indirectly:

 

(a)so as to compete with the Company, solicit business from or canvas any Customer or Prospective Customer in respect of Restricted Products or Restricted Services;

 

(b)so as to compete with the Company, accept orders from, act for or have any business dealings with, any Customer or Prospective Customer in respect of Restricted Products or Restricted Services;

 

(c)within the Restricted Area, be employed or engaged or at all interested (except as a Minority Holder) in that part of a business or person which is involved in the business of researching into, developing, manufacturing, distributing, selling, supplying or otherwise dealing with Restricted Products or Restricted Services, if the business or person is or seeks to be in competition with the Company. For the purposes of this sub-clause, acts done by the Executive outside the Restricted Area shall nonetheless be deemed to be done within the Restricted Area where their primary purpose is to distribute, sell, supply or otherwise deal with Restricted Products or Restricted Services in the Restricted Area;

 

(d)solicit or induce or endeavour to solicit or induce any person who on the Termination Date, was a Restricted Employee (and with whom the Executive had dealings during the Relevant Period) to cease working for or providing services to the Company, whether or not any such person would thereby commit a breach of contract;

 

(e)employ or otherwise engage any Restricted Employee in the business of researching into, developing, manufacturing, distributing, selling, supplying or otherwise dealing with Restricted Products or Restricted Services if that business is, or seeks to be, in competition with the Company; or

 

(f)solicit or induce or endeavour to solicit or induce any Supplier to cease to deal with the Company and shall not interfere in any way with any relationship between a Supplier and the Company.

 

 22 

 

 

20.3Application of restrictive covenants to other Group Companies

 

Clause 20.2 shall also apply as though references to the “Company” in Clauses 20.1 and 20.2 include references to each Group Company in relation to which the Executive has in the course of the Employment or by reason of rendering services to or holding office in such Group Company:

 

(a)acquired knowledge of its products, services, trade secrets or Confidential Information; or

 

(b)had personal dealings with its Customers or Prospective Customers; or

 

(c)supervised directly or indirectly employees having personal dealings with its Customers or Prospective Customers;

 

but so that references to the “Company” shall for this purpose be deemed to be references to the relevant Group Company. The obligations undertaken by the Executive pursuant to this Clause 20.3 shall, with respect to each Group Company, constitute a separate and distinct covenant in favour of and for the benefit of each Group Company and which shall be enforceable either by the particular Group Company or by the Company on behalf of the Group Company and the invalidity or unenforceability of any such covenant shall not affect the validity or enforceability of the covenants in favour of any other Group Company.

 

20.4Effect of suspension on Restricted Period

 

If the Company exercises its right to suspend the Executive’s duties and powers under Clause 5.3 after notice of termination of the Employment has been given, the aggregate of the period of the suspension and the Restricted Period shall not exceed 12 months and if the aggregate of the two periods would exceed 12 months, the Restricted Period shall be reduced accordingly.

 

20.5Further undertakings

 

The Executive hereby undertakes to the Company that he will not at any time:

 

(a)during the Employment or after the Termination Date engage in any trade or business or be associated with any person engaged in any trade or business using any trading names used by the Company or any Group Company including the name(s) or incorporating the word(s) “Camfaud Concrete Pumps”, “PCP Group”, “Premier Concrete” and “South Coast”;

 

(b)after the Termination Date make any public statement in relation to the Company or any Group Company or any of their officers or employees; or

 

(c)after the Termination Date represent or otherwise indicate any association or connection with the Company or any Group Company or for the purpose of carrying on or retaining any business represent or otherwise indicate any past association with the Company or any Group Company.

 

20.6Protection of Company reputation

 

The Executive undertakes that, he will not at any time during the Employment and at any time (without limit) after the Termination Date make or publish or cause to be made or published to anyone in any circumstances any disparaging remarks concerning the Company or any Group Company or any of its or their respective shareholders, officers, employees or agents.

 

 23 

 

 

20.7Employment Offer

 

In the event that the Executive receives an offer of employment or request to provide services either during the Employment or during the terms of the Restrictive Period set out in Clause 20.1, the Executive shall:

 

(a)provide immediately to such person, company or other entity making such an offer or request a full and accurate copy of the Restrictive Covenants set out at Clause 20 of this Agreement; and

 

(b)notify the Company within 3 working days of receipt of the offer and the identity of the person, company or other entity making the offer.

 

20.8Severance

 

The restrictions in this Clause 20 (on which the Executive has had the opportunity to take independent advice, as the Executive hereby acknowledges) are separate and severable restrictions and are considered by the parties to be reasonable in all the circumstances. It is agreed that if any such restrictions, by themselves, or taken together, shall be adjudged to go beyond what is reasonable in all the circumstances for the protection of the legitimate interests of the Company or a Group Company but would be adjudged reasonable if some part of it were deleted, the relevant restriction or restrictions shall apply with such deletion(s) as may be necessary to make it or them valid and enforceable.

 

21.RECONSTRUCTION AND AMALGAMATIONS

 

If the Company undergoes any process of reconstruction or amalgamation (whether or not involving the liquidation of the Company) and the Executive is offered employment by the successor or proposed successor to the Company or any Group Companies on terms not materially less favourable overall to those under this Agreement whether as to duties, responsibilities, remuneration or otherwise and the Executive does not accept the offer within one month of it being made, then the Executive shall have no claim against the Company or the successor to the Company in respect of termination of this Agreement and the Employment.

 

22.DISCIPLINARY AND GRIEVANCE PROCEDURE

 

22.1Disciplinary procedures

 

Any disciplinary action taken in connection with the Employment will usually be taken in accordance with the Company’s normal disciplinary procedures (which are workplace rules and not contractually binding) a copy of which is available from the Secretary of the Company.

 

22.2Grievance procedure

 

If the Executive wishes to obtain redress of any grievance relating to the Employment or is dissatisfied with any reprimand, suspension or other disciplinary step taken by the Company, he shall apply in writing to the Board, setting out the nature and details of any such grievance or dissatisfaction.

 

23.GENERAL

 

23.1Provisions which survive termination

 

Any provision of this Agreement which is expressed or intended to have effect on, or to continue in force after, the termination of this Agreement shall have such effect, or, as the case may be, continue in force, after such termination.

 

 24 

 

 

23.2No collective agreements

 

There are no collective agreements that directly affect the terms and conditions of the Employment.

 

23.3Compliance with the code on Corporate Governance

 

The Executive shall comply, to the extent that the Board considers appropriate for a company the size of the Company, with the provisions of “The UK Corporate Governance Code” a corporate governance code issued by the Financial Reporting Council (as the same is amended from time to time).

 

24.DATA PROTECTION AND PRIVACY

 

24.1Data Protection

 

The Executive acknowledges and agrees that the Company is permitted to hold personal information (including sensitive personal data) about the Executive as part of its personnel and other business records and may use such information in the course of the Company’s or the Group’s business. The Executive agrees that the Company may disclose such information to third parties in the event that such disclosure is in the Company’s view required for the proper conduct of the Company’s business or that of any Group Company. This Clause applies to information held, used or disclosed in any medium.

 

24.2Privacy

 

All communications, whether by telephone, email, fax, or any other means, which are transmitted, undertaken or received using the Company’s IT or communications systems (“Company Systems”) or on Company premises will be treated by the Company as work related. The Company Systems are provided for work use only. The Company may intercept, record and monitor all communications made by the Executive and his use of the Company Systems, without further notice. The Executive should not regard any communications or use as being private.

 

25.AMENDMENTS, WAIVERS AND REMEDIES

 

25.1Amendments

 

No amendment or variation of this Agreement or any of the documents referred to in it (other than an alteration in the Basic Salary) shall be effective unless it is in writing and signed by or on behalf of each of the parties.

 

25.2Waivers and remedies cumulative

 

(a)The rights of each party under this Agreement:

 

(i)may be exercised as often as necessary;

 

(ii)are cumulative and not exclusive of its rights under the general law; and

 

(iii)may be waived only in writing and specifically.

 

(b)Delay in exercising or non-exercise of any right is not a waiver of that right.

 

(c)Any right of rescission conferred upon the Company by this Agreement shall be in addition to and without prejudice to all other rights and remedies available to it.
 25 

 

 

26.ENTIRE AGREEMENT

 

(a)This Agreement and the documents referred to in it constitute the entire agreement and understanding of the parties and supersede and extinguish all previous agreements, promises, assurances, warranties, representations and understandings between the parties, whether written or oral, relating to the subject matter of this Agreement.

 

(b)Each party acknowledges that in entering into this Agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement.

 

(c)Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement.

 

(d)Nothing in this Clause shall limit or exclude any liability for fraud.

 

27.NO OUTSTANDING CLAIMS

 

The Executive hereby acknowledges that he has no outstanding claims of any kind against the Company or any Group Company (other than in respect of remuneration and expenses due to the date of this Agreement but not yet paid).

 

28.SEVERANCE

 

If any provision of this Agreement is or becomes illegal, invalid or unenforceable in any jurisdiction, that shall not affect:

 

(a)the legality, validity or enforceability in that jurisdiction of any other provisions of this Agreement; or

 

(b)the legality, validity or enforceability in any other jurisdiction of that or any other provision of this Agreement.

 

29.NOTICE

 

29.1Notices and deemed receipt

 

Any notice hereunder shall be given by either party to the other either personally to the Executive or the Company Secretary (as appropriate) or sent in the case of the Company, to its registered office for the time being and, in the case of the Executive, to his address last known to the Company. Any such notice shall be in writing and shall be given by letter delivered by hand or sent by first class prepaid recorded delivery or registered post or by facsimile transmission. Any such notice shall be deemed to have been received:

 

(a)if delivered personally, at the time of delivery;

 

(b)in the case of pre-paid recorded delivery or registered post, 48 hours from the date of posting;

 

(c)in the case of registered airmail, five days from the date of posting; and

 

(d)in the case of fax or email, at the time of transmission;

 

 26 

 

 

provided that if deemed receipt occurs before 9am on a business day the notice shall be deemed to have been received at 9am on that day and if deemed receipt occurs after 5pm on a business day, or on a day which is not a business day, the notice shall be deemed to have been received at 9am on the next business day. For the purpose of this Clause, “business day” means any day which is not a Saturday, a Sunday or a public holiday in the place at or to which the notice is left or sent.

 

29.2Electronic service

 

For the avoidance of doubt, notice given under this Agreement shall be validly served if sent by email.

 

30.GOVERNING LAW AND JURISDICTION

 

30.1Governing law

 

This Agreement is governed by and to be construed in accordance with English law.

 

30.2Jurisdiction

 

Each party hereby submits to the exclusive jurisdiction of the English courts as regards any claim, dispute or matter arising out of or in connection with this Agreement and its implementation and effect.

 27 

 

 

IN WITNESS of which this Agreement has been executed and delivered as a deed on the first date written above.

 

EXECUTED as a Deed /s/ Matthew Marc Homme  
by Camfaud Concrete Pumps Limited Director  
acting by Matthew Marc Homme    
     
Witness’s    
     
Signature: /s/ Andria Varnavides  
     
Full Name: Andria Varnavides  
     
Address: 99 Bishopsgate  
  London EC2M 3XF  
     
EXECUTED as a Deed    
by David Faud /s/ DA Faud  
in the presence of:    
     
Witness’s    
     
Signature: /s/ Cynthia IP  
     
Full Name: Cynthia IP  
     
Address: Latham & Watkins (London) LLP  
  99 Bishopsgate  
  London  
  EC2M 3XF  

 

David Faud – Service Agreement – Execution Version