DATED January 1st 2006
Index Oil & Gas Ltd
and
Andy Boetius
EMPLOYMENT AGREEMENT
CONTENTS
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Clause
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Heading
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Page
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1.
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Definitions
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2
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2.
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Appointment
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4
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3.
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Term.
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4
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4.
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Duties
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4
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5.
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Hours and place
of work
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5
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6.
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Remuneration
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6
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7.
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Deductions.
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6
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8.
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Expenses
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7
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9.
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Holidays
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7
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10.
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Sickness
benefits
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7
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11.
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Pension
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8
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12.
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Restrictions on
other activities by the Executive
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8
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13.
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Confidential
Information and company documents
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9
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14.
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Inventions and
other intellectual property
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10
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15.
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Termination
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11
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16.
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Restrictive
Covenants
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14
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17.
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Data
Protection
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16
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18.
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Notices
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16
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19.
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Former
Agreements
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16
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20.
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Change of
Control
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16
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21.
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Garden
Leave
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18
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22.
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Choice of law
and submission to jurisdiction
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19
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THIS AGREEMENT
is dated January 1st 2006 and is made BETWEEN:
(1) Index Oil
& Gas Ltd (Index) whose registered office is at Lawrence House,
Lower Bristol Road, Bath BA 2 9ET UK (the "Company");
and
(2) Andrew
Boetius, 10 Portman Close, St Albans, Hertfordshire AL4 9TW (the
"Executive")
IT IS AGREED as
follows:
1.
Definitions
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.
Appointment
2.1 The Company shall employ the Executive and
the Executive agrees to act as Finance 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.
Term
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 Finance Director
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. Remuneration
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.
Holidays
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 Chairman, 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. Sickness
benefits
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.
11.
Pension
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 rights under 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 instrument or thing and generally to use
his name for the purpose of giving to the Company the full benefit
of this clause. In favour of 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 res
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