Exhibit 10.2
DATED January 1st 2006
Index Oil & Gas Ltd
and
Lyndon West
EMPLOYMENT AGREEMENT
CONTENTS
|
Clause
|
Heading
|
Page
|
|
|
|
|
|
|
|
|
|
1.
|
Definitions
|
1
|
|
|
|
|
|
2.
|
Appointment
|
2
|
|
|
|
|
|
3.
|
Term
|
2
|
|
|
|
|
|
4.
|
Duties
|
2
|
|
|
|
|
|
5.
|
Hours and place
of work
|
3
|
|
|
|
|
|
6.
|
Remuneration
|
4
|
|
|
|
|
|
7.
|
Deductions
|
4
|
|
|
|
|
|
8.
|
Expenses
|
5
|
|
|
|
|
|
9.
|
Holidays
|
5
|
|
|
|
|
|
10.
|
Sickness
benefits
|
5
|
|
|
|
|
|
11.
|
Pension
|
6
|
|
|
|
|
|
12.
|
Restrictions on
other activities by the Executive
|
6
|
|
|
|
|
|
13.
|
Confidential
Information and company documents
|
7
|
|
|
|
|
|
14.
|
Inventions and
other intellectual property
|
8
|
|
|
|
|
|
15.
|
Termination
|
9
|
|
|
|
|
|
16.
|
Restrictive
Covenants
|
12
|
|
|
|
|
|
17.
|
Data
Protection
|
11
|
|
|
|
|
|
18.
|
Notices
|
14
|
|
|
|
|
|
19.
|
Former
Agreements
|
14
|
|
|
|
|
|
20.
|
Change of
Control
|
14
|
|
|
|
|
|
21.
|
Garden
Leave
|
16
|
|
|
|
|
|
22.
|
Choice of law
and submission to jurisdiction
|
17
|
|
|
|
|
THIS AGREEMENT
is dated January 1st 2006 and is made BETWEEN:
(1)
Index
Oil & Gas Ltd (Index) whose registeredoffice is at Lawrence
House, Lower Bristol Road, Bath BA 2 9ET UK (the "Company");
and
(2)
Lyndon West of Orchards Farm,Golden Valley,Upleadon,Gloucester GL18
1 HN (the "Executive")
IT IS AGREED as
follows:
1.1 In this
Agreement unless the context otherwise requires:
|
(a)
|
the following
expressions have the following meanings:
|
"associated
company" means an associated company (within the meaning of section
416(1) Income and Corporation Taxes Act 1988) of the Company; the
"Board" means the board of directors for the time being of the
Company and any committee of the board of directors duly authorised
by it. "Confidential Information" shall mean technical data
including seismic, electric log, reports and project interpretation
including financial analysis, details of customers and their
requirements, the prices charged to and terms of business with
customers, customer data bases, other customer information,
business models, information relating to arrangements with banks
and other intermediaries, marketing plans and sales forecasts,
financial information, results and forecasts (save to the extent
that these are included in published audited accounts), any
proposals relating to the acquisition or disposal of a company or
business or any part thereof or to any proposed expansion or
contraction of activities, details of employees and officers and of
the remuneration and other benefits paid to them, information
relating to research activities, inventions, secret processes,
designs, formulae and product lines, any information which the
Executive is told is confidential and any information which has
been given to the Company or any Group Company in confidence by
customers, suppliers or other persons. the "Employment" means the
Executive's employment under this Agreement "Group Company" and
"Group" means the Company, its ultimate holding company and any
subsidiary or associated company of the Company or its ultimate
holding company; "subsidiary" and "holding company" have the
meanings given to them in section 736 of the Companies Act 1985 as
amended;
|
(b)
|
references to
clauses, sub-clauses and schedules are unless otherwise stated to
clauses and sub-clauses of and schedules to this
Agreement;
|
|
|
|
|
(c)
|
the headings to
the clauses are for convenience only and shall not affect the
construction or interpretation of this Agreement;
|
|
|
|
|
(d)
|
any references,
express or implied, to statutes or statutory provisions shall be
construed as references to those statutes as modified or amended
from time to time.
|
|
|
|
2.1 The Company
shall employ the Executive and the Executive agrees to act as Chief
Executive Officer and Director of the Company and subject to the
terms and conditions specified in this Agreement.
2.2 The
Executive represents and warrants that he is not bound by or
subject to any court order, agreement, arrangement or undertaking
which in any way restricts or prohibits him from entering into this
Agreement or from performing his duties under this
Agreement.
3.1 The
Employment shall commence on the later of the date hereof or the
date a finalised merger with or sale of the Company to a stock
market listed company occurs and, subject to clauses 3.2 and 15,
shall continue unless or until terminated by either the Executive
giving to the Company not less than three months notice and the
Company giving to the Executive not less than six months notice in
writing.
3.2 The
Employment shall terminate when the Executive reaches such age as
the Board shall determine is the appropriate retirement age for
senior employees of the Company.
3.3 The
Executive's period of continuous employment will begin on January
1st 2006. 4. Duties.
4.1 The
Executive shall perform the duties of Chief Executive
Officer
4.2 The
Executive shall:-
(a) devote
sufficient time to carry out the duties assigned to him and which
will allow the Company's business plan to be executed in a timely
manner.
(b) faithfully
and diligently serve the Company (and all Group
Companies);
(c) use his
best endeavours to promote and protect the interests of the Company
(and all Group Companies);
(d) obey all
reasonable and lawful directions given to him by or under the
authority of the Board;
(e) perform
services for and hold offices in any Group Company without
additional remuneration (except as otherwise agreed);
(f) make such
reports to the Board on any matters concerning the affairs of the
Company or any Group Company as are reasonably required;
and
(g) comply with
all relevant rules and regulations (as amended from time to time)
of the OFEX Rule Book, London Stock Exchange Limited (including the
Model Code for Securities Transactions by Directors of Listed
Companies and the AIM Rules) and of all regulatory authorities
relevant to the Company and any Group Companies with which the
Executive is concerned.
4.3 The Company
may at its sole discretion transfer this Agreement to any Group
Company at any time with the consent of the Executive which should
not be unreasonably withheld.
|
5.
|
Hours and place
of work
|
5.1 The
Executive shall work such hours as are necessary for the proper
performance of his duties. For the purposes of the Working Time
Regulations 1998, the Executive hereby consents to work longer than
48 hours per week if his duties so require. The Executive may
revoke such consent on three months' written notice, such notice to
be addressed to the Company Secretary.
5.2 The
Executive's normal place of work will be the Company's offices in
London area, but the Company may require the Executive to work from
any of its current or future premises. The Executive will be given
reasonable notice of any change in his place of work. In the event
that the Company and the Executive fail to reach agreement on terms
of transfer, then it is not deemed to be a material breach of this
contract.
5.3 If the
Executive's principal place of work is changed to a location which
is outside reasonable commuting distance from his home, the Company
will reimburse his reasonable removal costs, estate agents' and
solicitors' fees.
5.4 If so
required by the Company, the Executive shall travel to such places
(whether in the United Kingdom or abroad) by such means and on such
occasions as the Company may from time to time require.
6.1 The Company
shall pay to the Executive an equivalent salary of (pound)50,000
per annum. (Refer to Appendix I attached)
6.2 The Company
will make all monies owed payable by direct credit transfer in
equal monthly instalments in arrears on the last working day of
each calendar month.
6.3 The
Executive's base salary will be reviewed on 31st July of each year
and any increase will include performance together with a review of
the cost of living as defined by the UK retail price
index.
6.4 The Company
may pay the Executive an annual bonus of such amount as the
Remuneration Committee as appointed by the Board may determine
based on any agreed and in place performance scheme.
6.5 The
remuneration specified in clause 6.1 shall be inclusive of any fees
to which the Executive may be entitled as a director of the Company
or any Group Company.
6.6 Payment of
salary and bonus to the Executive shall be made either by the
Company or by a Group Company and if by more than one company, in
such proportions as the Board may from time to time
determine.
6.7 The Company
will put in place Directors and Officers liability insurance as
soon as practical after you have formally taken up your role and
will maintain such cover for the full term of your appointment and
any liability that may arise thereafter. The indemnity limit will
be (pound)5.5 million. A copy of the policy document shall be
provided upon receipt by the Company.
|
7.
|
Deductions For
the purposes of the Employment Rights Act 1996, the Executive
hereby authorises the Company to deduct from his remuneration
hereunder any sums due from him to the Company including, without
limitation, 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 breach of duty by the
Executive.
|
|
8.
|
Expenses The
Company shall reimburse the Executive in respect of all expenses
reasonably incurred by him in the proper performance of his duties,
subject to the Company's expense policy which may be amended from
time to time.
|
9.1 The
Executive shall be entitled to receive his normal remuneration for
all bank and public holidays normally observed in UK and a further
30 working days' holiday in each holiday year (being the period
from 1st January-31st December). The Executive may only take his
holiday at such times as are agreed with the Board, which will not
be unreasonably withheld.
9.2 In the
respective years in which the Employment commences or terminates,
the Executive's entitlement to holiday shall accrue on a pro rata
basis for each complete month of service during the relevant
year.
9.3 The
Executive may carry over a maximum up to 10 days vacation into the
following year but these must be used in the following calendar
year.
9.4 On
termination of the Employment, the Company may either require the
Executive to take any unused accrued holiday entitlement during any
notice period or make payment of lieu of that entitlement. Any
payment in lieu or deduction made shall be calculated on the basis
that each day of paid holiday is equivalent to 1/260 of the
Executive's salary.
9.5 Subject to
clause 9.4 above, unless otherwise agreed with the Board, failure
to take holiday entitlement in the appropriate holiday year will
lead to forfeiture of any untaken accrued holiday, without any
right to payment in lieu.
10.1 The
Company shall continue to pay the Executive's salary during any
period of absence on medical grounds up to a maximum of 6 weeks in
any period of 12 months, provided that the Executive
shall:
(a) notify the
Company by no later than 10 a.m. on the first day of absence of the
reason for his absence;
(b) complete
self-certification forms provided by the Company in respect of any
absence from work due to sickness or incapacity;
(c) supply the
Company with medical certificates covering any period of sickness
or incapacity exceeding seven days (including weekends);
and
(d) if
required, undergo at the Company's expense a medical examination by
a doctor appointed by the Company and, subject to the Access to
Medical Reports Act 1988, allow the Company access to any medical
report produced by such doctor.
10.2 Payment of
the Executive's salary pursuant to clause 10.1 shall be inclusive
of any Statutory Sick Pay to which the Executive may be
entitled.
10.3 If the
Executive's absence is caused by the actionable negligence of a
third party in respect of which damages are recoverable, then all
sums paid by the Company 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 in
respect of it;
(b) if the
Company so requires, refund to the Company such sum as the Company
may determine, not exceeding the lesser of:
(i) the amount
of damages recovered by him under such compromise, settlement or
judgment; and
(ii) the sums
advanced to him in respect of the period of incapacity.
The Company
will provide within the base compensation package, subject to Board
approval, a financial amount which the Executive can use to invest
in a private pension plan of their choosing.
|
12.
|
Restrictions on
other activities by the Executive
|
12.1 The
Executive shall not (except with the prior sanction of a resolution
of the Board) be directly or indirectly employed, engaged,
concerned or interested in any other business or undertaking,
provided that this shall not prohibit the holding (directly or
through nominees) of investments listed on the London Stock
Exchange or in respect of which dealing takes place on any
recognised stock exchange as long as not more than three per cent
of the issued shares or other securities of any class of any one
company shall be so held without the prior sanction of a resolution
of the Board.
12.2 The
Executive shall comply with:
(b) the rules
and regulations of the OFEX Rule Book and/or any other rules and
regulations which are applicable to him from time to time;
and
(c) every
regulation of the Company for the time being in force in relation
to dealings in shares or other securities of the Company or any
Group Company.
12.3 The
Executive shall not (and shall procure so far as he is able that
his spouse, infant children and other connected persons, within the
meaning of section 346 Companies Act 1985), deal or become or cease
to be interested (within the meaning of part I Schedule XIII
Companies Act 1985) in any securities of the Company, except in
accordance with the Company's code for securities transactions by
directors.
12.4 Subject to
any regulations issued by the Company, the Executive shall not be
entitled to receive or obtain directly or indirectly any discount,
rebate or commission in respect of any sale or purchase 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 firm or
company in which he is interested) shall obtain any such discount,
rebate or commission he shall account to the Company or the
relevant Group Company for the amount received by him (or a due
proportion of the amount received by such company or firm having
regard to the extent of his interest therein).
|
13.
|
Confidential
Information and company documents
|
13.1 The
Executive shall neither during the Employment (except in the proper
performance of his duties) nor at any time (without limit) after
the termination of the Employment:
(a) divulge or
communicate to any person, company, business entity or other
organisation;
(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 trade secrets or Confidential Information
relating to the Company or any Group Company or their clients, but
so that 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 or which the Executive is
entitled to disclose under the Public Interest Disclosure Act 1998
or required to disclose by law.
13.2 All notes,
technical data including seismic, electric log, reports and project
interpretation including financial analysis, memoranda, records,
lists of customers and suppliers and employees, correspondence,
documents, computer and other discs and tapes, data listings,
codes, designs and drawings and other documents and material
whatsoever (whether made or created by the Executive or otherwise)
relating to the business of the Company or any Group Company (and
any copies of the same):
(a) shall be
and remain the property of the Company or the relevant Group
Company; and
(b) shall be
handed over by the Executive to the Company or to the relevant
Group Company on demand and in any event on the termination of the
Employment.
|
14.
|
Inventions and
other intellectual property
|
14.1 The
parties foresee that the Executive may make inventions or create
other intellectual property in the course of his duties for the
Company and agree that in this respect the Executive has a special
responsibility to further the interests of the Company and the
Group Companies.
14.2 Any
invention, or improvement, design, process, information, copyright
work, trade mark or trade name or get-up made, created or
discovered by the Executive during the course of his duties for the
Company (whether capable of being patented or registered or not and
whether or not made or discovered in the course of the Employment)
in conjunction with or in any way affecting or relating to the
business of any company in the Group or capable of being used or
adapted for use therein or in connection therewith shall forthwith
be disclosed to the Company and shall (subject to sections 39 to 43
Patents Act 1977) belong to and be the absolute property of the
Company or such Group Company as the Company may direct.
14.3 The
Executive if and whenever required so to do by the Company shall at
the expense of the Company or such Group Company as the Company may
direct:
(a) apply or
join with the Company or such Group Company in applying for letters
patent or other protection or registration in the United Kingdom
and in any other part of the world for any such invention,
improvement, design, process, information, work, trade mark, trade
name or get-up aforesaid; and
(b) execute and
do all instruments and things necessary for vesting the said
letters patent or other protection or registration 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 in such other person as the Company may specify.
14.4 The
Executive hereby irrevocably and unconditionally waives all
rightsunder Chapter IV Copyright, Designs and Patents Act 1988 in
connection with his authorship of any existing or
future copyright work in the course of
the Employment, in whatever part
of the world such rights may be enforceable including, without
limitation:
(a) the
right conferred by section 77 of that Act to be
identified as the author of any such work; and
(b) the
right conferred by section 80
of that Act not to have any such work subjected to derogatory
treatment.
14.5
The Executive hereby irrevocably appoints the Company to
be his Attorney in his name and on
his behalf to execute and
do any such any third party a certificate in writing
signed by any Director or by the Secretary of the
Company that any instrument or act falls within the
authority hereby conferred shall be conclusive evidence
that such is the case.
14.6
Nothing in this clause shall be construed as restricting the rights
of the Executive or the Company under sections 39 to 43 Patents Act
1977.
|
