THIS AGREEMENT is made the Twenty-first day of March 2003
BETWEEN
(1) Lapland UK Ltd. (Reg. No. 02520180) ("Lapland");
(2) Mobile Planet Ltd. (Reg. No. 02687500) ("Mobile");
(3) Cyberia (UK) Ltd. (Reg. No. 03438944) ("Cyberia");
(4) 24Holdings Inc., a USA corporation;
together hereinafter the Corporate Parties
(5) Mr. Michael Neame ("Mr. Neame");
(6) Mr. Larsake Sandin ("Mr. Sandin");
(7) Mr. Lennart Orkan ("Mr. Orkan");
(8) Mr. Roger Woodward ("Mr. Woodward");
(9) Mr. Urban von Ueler ("Mr. von Ueler");
(10) Mr. Akbar Seddigh ("Mr. Seddigh");
together hereinafter "the Individual Parties"
(11) 24Store (Europe) Ltd. (Reg. No. 03605559) ("the Company"); and
(12) Mr. Martin Clarke ("you"/"your")
WHEREAS
(A) You are party to the following agreements:
l. A Share Sale and Purchase Agreement dated 18th September 1998 made
between you, Mr. Neame and Infinicom AB ("Infinicom");
2. A Supplemental Agreement dated 2nd November 1998 made between you, Mr.
Neame and Infinicom;
3. A Deed relating to taxation dated 2nd September 1998 made between you,
Mr. Neame, Infinicom, Lapland, Mobile and Cyberia;
4. A Share Sale and Purchase Agreement dated 6th May 1999 made between
you, Mr. Neame, the Company and Infinicom;
5. A Deed of Subscription, Amendment and Release dated 31st March 2000
made between you, Mr. Neame, the Company, 24Holdings and Infinicom;
6. An Option Agreement dated 31st March 2000 made between you and
Infinicom;
7. A Subscription Agreement dated 31st March 2000 made between you and
24Holdings
All hereinafter "the Contracts"
(B) You were employed by the Company and that employment terminated on 17th
July 2002 ("the Termination Date) by reason of redundancy;
(C) You assert various claims against the Company arising out of the
termination of your employment;
(D) the Company is entering into this agreement for itself and in trust for
each of its Associated Companies, with the intention that each such company
will be entitled to enforce it directly against you;
(E) the Company is authorized to execute this Agreement on its own behalf and
on behalf of each of the Corporate Parties and each of the Individual
Parties
NOW IT IS AGREED as follows:
1. Definitions and Interpretations
1.1 In this Agreement;
"the Adviser" means: Mr. Nicholas Bowers of Clarke & Son, solicitors
"Associated Company" means any of the Corporate Parties and/or any
associated company (within the meaning of the Income and Corporation Taxes
Act 1988 Section 416(1)) of 24Store;
"the Complaints" are unfair dismissal, wrongful dismissal, breach of
contract, unlawful deduction from wages;
"Confidential Information" means any trade secrets or other confidential
information relating to the business of the Company and any Associated
Company, including but not limited to secrets and information relating to
plans, forecasts, budgets, strategies, accounts, finances, intellectual
property, products, services, prospective products, prospective services,
terns of business and terms of employment of the Company or any Associated
Companies and any of its or their dealings transactions or affairs or any
such confidential information or trade secrets concerning or relating to
its or their suppliers agents, customers/clients, potential
customers/clients, consultants, servants, employees or officers;
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"the Exceptions" means:
(a) any claim against the Company for personal injury of which you are not
aware at the date of this Agreement, other than a claim framed as
arising directly or indirectly out of or connected with any claim
referred to in clause 4.1;
(b) any claim solely founded on an alleged breach of any of the Contracts
which you have or may have against any of the Corporate Parties or
against their officers servants or agents.
"the Legal Expenses" means: (pound) 750.00 + VAT
"the Severance Payment" means: (pound) 30,000.00
"the Further Payment" means: (pound) 15,000.00
"the Statutory Claims" means any claim which could be brought before
an Employment Tribunal or a Court of Law pursuant to Article 119 of
the Treaty of Rome, the Equal Pay Act 1970, the Sex Discrimination Act
1975, the Race Relations Act 1976, the Wages Act 1986, the Employment
Act 1988, the Trade Union and Labour Relations (Consolidation) Act
1992, the Trade Union Reform and Employment Rights Act 1993, the
Disability Discrimination Act 1995, the Employment Rights Act 1996,
the Working Time Regulations 1998, the National Minimum Wage Act 1998,
the Human Rights Act 1998, the Employment Relations Act 1999, the
Transnational Information and Consultation of Employees Regulations
1999, the Part-Time Workers Regulations 2000 or any amendment or
replacement or re-enactment of any such statutes or regulations.
1.2 Reference to the Company in clauses 3 and 4 of this Agreement shall, unless
the context plainly does not permit, be deemed to include reference to the
Company's shareholders, officers and employees and to each and every
Associated Company of the Company, their respective shareholders, officers
and employees.
1.3 The headings to clauses are for convenience only and have no legal effect.
1.4 Although this Agreement is marked "without prejudice", upon receipt by the
Company of a copy of this Agreement signed by you and a letter as set out
in Schedule 1 signed by your legal adviser, and upon the Agreement's
execution on behalf of the Company and on behalf of the Individual Parties
and the Corporate Parties it will thereupon constitute an open and binding
Agreement between all the parties.
1.5 Save as otherwise set out in the Contracts, this Agreement (including
Schedule 1) sets out the entire agreement between the you and the other
parties hereto and supersedes all prior discussions between you and them or
between your and their advisers and all statements, representations,
warranties, proposals, and understandings whether oral or written.
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