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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: |
32KB total |
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Price: |
$34 |
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ID: |
#1146450 |
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DATED 10 April 2004
BALTIMORE TECHNOLOGIES PLC
and
DENIS PAUL KELLY
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
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) | DENIS PAUL KELLY of Newmarket Street, Cahirciveen, Co Kerry, Republic of Ireland (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 Financial Officer 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. |
1
THE SCHEDULE TO THE AMENDMENT AND RESTATEMENT
OF WITHOUT PREJUDICE AND SUBJECT TO CONTRACT
COMPROMISE AGREEMENT
DATED As of 1 April 2004
BALTIMORE TECHNOLOGIES PLC
and
DENIS PAUL KELLY
AMENDED AND RESTATED
WITHOUT PREJUDICE AND SUBJECT TO CONTRACT
COMPROMISE AGREEMENT
Nabarro Nathanson
Lacon House
Theobalds Road
London WC1X 8RW
Tel: 020 7524 6000
2
COMPROMISE AGREEMENT
DATE As of 1 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) | DENIS PAUL KELLY of Newmarket Street, Cahirciveen, Co Kerry, Republic of Ireland (the Executive). |
RECITALS
| (A) | The Executive is employed by the Company as Chief Financial Officer under the terms of a Service Agreement between the Executive and the Company dated 1 January 2001 (the Service Agreement). |
| (B) | It has been mutually agreed between the Company and the Executive that the Executive will resign as executive director of the Company and from all offices in members of its Group 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 Financial Officer 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 terminate with effect from the conclusion of the Companys Extraordinary General Meeting convened to be held on 6 May 2004 (the Termination Date). It is agreed that the Executive will continue after the Termination Date to hold office as a Director of the Company in a non-executive capacity on the terms set out in Schedule 3 and in addition will provide reasonable assistance to the Company for a period of 3 months following the Termination Date and shall make himself available to the Company for a minimum of one day per week for that purpose. |
| 2. | The Company agrees to pay the Executive his normal remuneration including any accrued but untaken holiday entitlement (less such sums as it is required by law to deduct 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 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 on or immediately prior to the Termination Date and subject to receipt of a copy of this Agreement signed by both parties; of return of all Company property and of |
3
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receipt of the originals of the letters set out in Schedules 1 and 2 an ex gratia payment in the sum of 298,871 (less only such sums as it is required by law to deduct); |
| 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; |
| 3.4 | pay the Executives reasonable legal fees for the purposes of obtaining advice in respect of signing this Agreement only up to a maximum payment of 750 plus VAT directly to his solicitors, Lewis Silkin, in accordance with Inland Revenue Extra Statutory Concession A81, following receipt by the Company of an itemised invoice addressed to the Executive but marked as payable by the Company. |
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