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Document Preview Compromise Agreement |
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Title: |
Compromise Agreement |
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Entities: |
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Date: |
2004 |
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Size: |
34KB total |
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Price: |
$42 |
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ID: |
#1146448 |
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DATED |
10 April 2004 | |
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BALTIMORE TECHNOLOGIES PLC
and
BIJAN DANIEL KHEZRI
AMENDMENT AND RESTATEMENT OF
WITHOUT PREJUDICE AND SUBJECT TO CONTRACT
COMPROMISE AGREEMENT
Nabarro Nathanson
Lacon House
Theobalds Road
London WC1X 8RW
Tel: 020 7524 6000
Exhibits
DATE 10 April 2004
PARTIES
| (1) | BALTIMORE TECHNOLOGIES PLC whose registered office is at Innovation House, Mark Road, Hemel Hempstead, Herts HP2 7DN (the Company); and |
| (2) | BIJAN DANIEL KHEZRI of The Basement Flat, 40 Winchester Street, London SW1V 4NF (the Executive). |
RECITALS
| (A) | By the Without Prejudice and Subject to Contract Compromise Agreement dated 1 April 2004 between the Company and the Executive (Compromise Agreement) it was agreed between the Company and the Executive that the Executive will resign from his position as chief executive of the Company and other matters were agreed on the terms and conditions as set out in the Compromise Agreement. |
| (B) | It has been mutually agreed between the Company and the Executive to amend and restate the Compromise Agreement with effect as from 1 April 2004 in the form set out in the Schedule hereto. |
IT IS AGREED AS FOLLOWS:
| 1. | The Compromise Agreement is hereby terminated together with all letters, deeds and releases which have been executed thereunder and is hereby replaced in its entirety with the Amendment and the Agreement set out in the Schedule which commences and has effect in all respects as from 1 April 2004. |
| 2. | This Agreement may be executed in two counterparts, each of which shall be deemed to be an original and which shall together constitute one and the same Agreement. |
| 3. | This Agreement, once duly executed by both parties, will become an open document evidencing an agreement binding on the parties to it and the words without prejudice and subject to contract will cease to have any effect. |
| 4. | This Agreement will be governed by and construed in accordance with the laws of England and Wales and the parties hereby submit to the exclusive jurisdiction of the Courts of England and Wales except that this Agreement may be enforced in any court of competent jurisdiction. |
Exhibits
THE SCHEDULE TO THE AMENDMENT AND RESTATEMENT
OF WITHOUT PREJUDICE AND SUBJECT TO CONTRACT
COMPROMISE AGREEMENT
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DATED |
As of 1 April 2004 | |
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BALTIMORE TECHNOLOGIES PLC
and
BIJAN DANIEL KHEZRI
AMENDED AND RESTATED
WITHOUT PREJUDICE AND SUBJECT TO CONTRACT
COMPROMISE AGREEMENT
Nabarro Nathanson
Lacon House
Theobalds Road
London WC1X 8RW
Tel: 020 7524 6000
Exhibits
AMENDED AND RESTATED COMPROMISE AGREEMENT
DATE As of 1 April 2004
PARTIES
| (3) | BALTIMORE TECHNOLOGIES PLC whose registered office is at Innovation House, Mark Road, Hemel Hempstead, Herts HP2 7DN (the Company); and |
| (4) | BIJAN DANIEL KHEZRI of The Basement Flat, 40 Winchester Street, London SW1V 4NF (the Executive). |
RECITALS
| (C) | The Executive is employed by the Company as Chief Executive Officer under the terms of a Service Agreement dated 11 October 2001 (the Service Agreement). |
| (D) | It has been mutually agreed between the Company and the Executive that the Executive will resign as chief executive of the Company and that his employment will be terminated on the following terms and conditions. |
IT IS AGREED AS FOLLOWS:
| 1. | The Executive will resign as Chief Executive of the Company and from all other executive offices held by him in any member of the Group in the terms set out in Schedule 2 and his employment will be terminated with effect from the day immediately following the date upon which the filing takes place of the Annual Report and 20-F of the Group for 2003 with the US Securities and Exchange Commission, in accordance with applicable US law and regulation (the Termination Date). |
| 2. | The Company agrees to pay the Executive his normal remuneration excluding any accrued but untaken holiday entitlement (less tax and National Insurance and less any amounts outstanding and due from the Executive to the Company) up to and including the Termination Date. |
| 3. | By way of compensation for loss of office and the termination of the Executives employment with the Company and in consideration of the Executives compliance with his obligations hereunder, the Company will: |
| 3.1 | make to the Executive within 7 days of the latest of the Termination Date; of receipt of a copy of this Agreement signed by both parties; of return of all Company property and of receipt of the originals of the letters set out in Schedules 1, 2 and 3, |
Exhibits
| 3.1.1 | a payment of 150,000 less deductions for tax and National Insurance, being only basic rate tax on the excess over 30,000 which the Company is obliged by law to deduct, by way of compensation for loss of office; |
| 3.1.2 | a payment of 160,000 less such tax and National Insurance as the Company is obliged by law to deduct being an amount equal to the Bonus Payment pursuant to the letter dated 8 December 2003 from the Company to the Executive (the Bonus Letter) which would be payable if the Net Asset Value (as defined in the Bonus Letter) was determined by reference to the Companys unaudited financial results for the year ended 31 December 2003 as announced on 31 March 2004 and treating the Relevant Date (as defined in the Bonus Letter) as the Termination Date; |
| 3.2 | recommend to the Trustees of the Companys Share Award Plan dated 16 December 2002 that subject to and in accordance with the rules of the Plan as amended from time to time the Executive shall be entitled to exercise that part of his Award under the Plan that is exercisable in July 2004 on the date of exercise in July 2004 (the Exercise Date). It is agreed that that part of the Executives Award under the Plan that is exercisable by the Executive after the Exercise Date shall be cancelled and that his entitlement under the Plan shall cease from that date; |
| 3.3 | reimburse all the Executives outstanding reasonable business expenses provided that all claims (supported by the relevant receipts and vouchers) are submitted on or within 14 days after the Termination Date; |
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