Exhibit 10.19
DATED 7th NOVEMBER 1990
JIFFY PACKAGING COMPANY LIMITED
and
P. LEWIS
CONTRACT OF
EMPLOYMENT
THIS CONTRACT OF EMPLOYMENT
made the 7th day of November
1990
between
JIFFY PACKAGING COMPANY LIMITED
whose registered office is situate at Road Two,
Industrial Estate,
Winsford, Cheshire CW7 3QJ, England (hereinafter
called “the Company”) of the one part
and
PETER LEWIS
of Cuffs Orchard, Isle Abbotts, Taunton,
Somerset TA3 6RR, England,
(hereinafter called “the Appointee”)
of the other part.
Appointment
1. (A) The Company hereby appoints, proviso
that the medical examination at a BUPE health care centre has a
positive result, the Appointee and the Appointee hereby agrees to
act as Managing Director of the Company (“the
Appointment”) for the period stipulated in sub-clause
(B) hereof.
(B) The Appointment shall commence
and be deemed to have commenced on January l, 1991 or at any
date after this previous date that the Company and the Appointee
agree upon but not later than May 1st 1991 and shall subject
as provided in Clauses 19 and 20 hereof continue unless and until
terminated by either party giving to the other party not less than
twelve calendar months’ previous notice in
writing.
Definition
2. In this Contract of Employment unless the
context otherwise requires:
(i) “the Company” shall
mean JIFFY PACKAGING COMPANY LTD or any subsidiary associated
company thereof;
(ii) “the Board” shall
mean the Board of Directors of JIFFY PACKAGING COMPANY LTD. and/or
the Chairman of the Board of Directors of JIFFY PACKAGING COMPANY
LTD. i.e. Mr. Ir. A.E. Nientker.
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(iii) “subsidiary” shall
have the meaning attributed to it in Section 154 of the
Companies Act 1948.
Full Time Duties
3. (A) The Appointee shall devote to the
duties of the Appointment the whole of his time and attention and
skill and shall use his best edeavours to promote the business and
interests of the Company shall faithfully and diligently perform
such duties and exercise such powers in relation to the Company as
may from time to time be assigned to or vested in him by or under
the authority of the Board alone or jointly with any other person
appointed for such purpose by the Board and shall obey all lawful
directions given to him by or under the authority of the Board and
shall give such explanations, information and assistance as are
properly required by or under the authority of the
Board.
The Appointee shall obey all policies of the
Company and applicable policies of its associated companies that
are being laid down in the so called “authority limits”
of the Managing Directors within the Bührmann-Tetterode
Group.
(B) The Appointee shall not during
the continuance of the Appointment except with the prior written
consent of the Company be directly or indirectly engaged or
concerned or interested in any other business whatsoever except
that he may be interested in securities of a class listed or dealt
in on any recognised stock exchange so long as the total interest
of him and/or members of his family (spouse and children) is less
than 5%.
(C) The Company requires that the
Appointee shall maintain a telephone at the Appointee’s home
address and the Company will reimburse the Appointee for the cost
of the annual rental charge and all charges relating
thereto.
Confidential Information
4. The Appointee shall not during the
continuance of his employment under this Contract of Employment or
at any time after the determination thereof or of this Contract of
Agreement or any reason (except as authorised or required by his
duties hereunder or under legal process) divulge or disclose to any
person whatsoever or use for his own benefit or for his benefit of
any other person or to the detriment or possible detriment of the
Company any secret or confidential
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information coming to his knowledge in the
course of his employement or otherwise relating to the business
dealings or transactions of or the working of any process or
invention which is for the time being carried on or used by or the
property of the Company or its customers or suppliers and he will
upon the determination of this employement hereunder or of this
Contract of Employment for whatever reason or on earlier request
immediately deliver up to the Company all or any documents minutes
records lists files papers books or other properties of the Company
then in his possession or under his control and any notes and
memoranda relating to the business of the Company or any other such
company made or received by the Appointee during the course of his
employment by the Company.
Place of Work
5. The Appointee shall during his employment
hereunder be obliged to travel to and work at such places or
locations in such manner and on such occasions as the Board may
from time to time reasonably require provided that the Appointees
principal place of work will be at Winsford, Cheshire.
Hours of work
6. As Managing Director, the Appointee is
expected to work such hours as are necessary effectives to fulfil
the responsibilities including the general duties and any specific
targets which have been set.
Remuneration
7. (A) The remuneration of the Appointee
shall be a base salary (Total Fixed Income) at the rate of £
55,000 gross per annum (or at such higher rate as may be agreed
between the Company and the Appointee). Such base salary shall be
inclusive of holidaypay and of all fees to which the Appointee may
become entitled as Managing Director of the Company and shall
accrue from day to day and shall be payable in arrear by equal
monthly instalments in accordance with the Companies then
prevailing payroll practices.
(B) In addition, the Appointee shall
be eligible to receive an annual bonus following each full year of
employment under this Contract of Employment. The amount of the
bonus
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shall range from 0 till maximum 30% of the base
salary (Total Fixed Income) and will be determined in the
discretion of the President of the Flexible and Protective Division
of the Bührmann-Tetterode Group. The amount of the annual
bonus will be based on the Companies operating results (return on
investment), the Appointees special targets and the operating
results of the Flexible and Protective Division. For the year 1991
the Appointees bonus will be sett at a minimum of 10% of the base
salary (Total Fixed Income) whilst the remaining bonus amounting to
a maximum of 20% of the base salary (Total Fixed Income) will be
mainly based on special targets.
(C) The base salary (Total Fixed
Income) payable hereunder shall be reviewed annually.
(D) The Appointee shall be
reimbursed by the Company all hotel travelling and other business
expenses reasonably and properly incurred by him in carrying out
his duties hereunder and vouched for to the satisfaction of the
Company.
Stock-option scheme
8. The Appointee shall be eligible to take part
in the stock-option scheme that will be inforce as from
January 1, 1991 at the Bührmann-Tetterode Group. The
terms and conditions thereof are yet to be determined by the Board
of Managing Directors of the Bührmann-Tetterode
Group.
Pension Scheme
9. The Appointee shall be entitled to become as
from the date of appointment a non-contributory member of the
Pension Scheme upon the terms and conditions thereof from time to
time in force (or other such scheme from time to time substituted
by the Company for the Scheme in respect of the Appointment)
provided always that such revised or substitute Scheme shall
provide pension rights no less beneficial than those currently
enjoyed by the Appointee based on the remuneration provided in this
Contract of Employment. A contracting-out certificate is currently
in force. At the date of this Contract of Employment the Pension
Scheme is insured to Crown Life Assurance
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Group. In contrary to section 3 - joining the
scheme - the Appointee shall be eligible to join the scheme as from
the date of appointment.
The Pension Scheme includes Death in Service
benefits and Disability benefits. An outline of the Pension Scheme
Policy Manual has been handed out to the Appointee.
Private Health Insurance
10. The Company will pay a premium on behalf of
the Appointee to the Western Provident Association (WPA) (or to
such other similar organisation as the Company may decide) to
provide the Appointee personaly with insurance for private medical
treatment. The Appointee may also take advantage of the reduced
rates available to the Companies employees to pay the premiums to
cover the Appointees spouse and/or children. Terms and provision of
the cover provided by the WPA are laid down in the WPA policy
manual that has been handed out to the Appointee.
The Company will pay for the Appointee to have a
complete health check once every two years at a centre to be
decided by the Company. This is a benefit which is distinct from
the provision that you must agree, if so required, to be examined
by a medical practitioner appointed by the Company.
Holidays
11. (A) The Appointee shall be entitled in
addition to public holidays to take 25 working days holiday in each
year (or such longe
