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ICI » Topics » THE SCHEDULE

This excerpt taken from the ICI 20-F filed Mar 31, 2006.
THE SCHEDULE

In this Agreement the following expressions shall have the following meanings:

Board means the board of directors of Imperial Chemical Industries PLC or a duly constituted committee of the board of directors;

Business Partners means any supplier or commercial partner of any Group Company (excluding Customers and Potential Customers);

Customer shall mean any person, firm or company who at the Termination Date or at any time during the twelve months immediately prior to the Termination Date was a customer of any Group Company with whom you had business dealings at any time during the twelve months immediately prior to the Termination Date or where in relation to the Group Company’s relationship with such person, firm or company you are as at the Termination Date in possession of confidential information;

Copyright Laws means the Copyright Designs and Patents Act 1988;

Group Company means the Company and any subsidiary company or holding company of the Company, and any subsidiary company of any such parent company, in each case from time to time;

holding company means any company which holds a majority of the voting rights in another company, or which is a member of another company and has the right to appoint or remove a majority of its board of directors, or which is a member of another company and controls a majority of the voting rights in it under an agreement with other members;

ICI means Imperial Chemical Industries PLC a company which has its registered office at 20 Manchester Square, London W1U 3AN;

Interest means the holding or control, in either case directly or indirectly, of securities or debentures whether as legal or beneficial owner or in any other capacity;

Potential Customer shall mean any person, firm or company with whom you (or any other employee of any Group Company for whom you had direct management responsibility at the relevant time) carried out negotiations on behalf of any Group Company at any time during the twelve months immediately prior to the Termination Date with a view to such person, firm or company becoming a customer of such company or where in relation to the Group Company’s relationship with such person, firm or company you are as at the Termination Date in possession of confidential information;

Principal Work Location means 20 Manchester Square, London, England, W1U 3AN, or such other location as you may be based at from time to time in accordance with clause 4.1;
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Restricted Business shall mean the business or any part of the business which in either case:
   
(a)

is carried on by any Group Company at the Termination Date; or

   
(b) was carried on by any Group Company at any time during the twelve months immediately prior to the Termination Date; or
   
(c) is to your knowledge to be carried out by any Group Company at any time during the twelve months immediately following Termination Date
   
and in relation to which business or part thereof you are, as at the Termination Date, in possession of confidential information and trade secrets as described in clause 176 or in which you were actively involved in the twelve months immediately prior to the Termination Date;
   
Restricted Territory shall mean any country in which any Group Company:
   
(a)

carried on any Restricted Business or provided any goods or services in connection with any Restricted Business at the Termination Date; or
   
(b)

carried on any Restricted Business or provided any goods or services in connection with any Restricted Business at any time during the period of twelve months immediately prior to the Termination Date; or
   
(c)

is to your knowledge to carry out any Restricted Business at any time during the twelve months immediately following the Termination Date;
   
and in relation to the carrying on of such Restricted Business or the provision of such goods or services in such company you are, at the Termination Date, in possession of confidential information and trade secrets as described in clause 176;
   
Specified Reason means termination of your employment by reason of your resignation or by the Company for a reason specified in clause 15.3 for any other reason entitling the Company to terminate your employment summarily; and
   
subsidiary company means any company in relation to which another company is its holding company;
   
Termination Date means, for the purposes of clause 17 of this Agreement, the date of termination of your employment howsoever caused. 

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SIGNED  /s/ Peter Ellwood  
 
 

(BY AND ON BEHALF OF IMPERIAL CHEMICAL INDUSTRIES PLC)
     
     

DATED

 November 2, 2005  
 
 
     

SIGNED

 /s/ Alan Brown  
 
 
(ALAN BROWN)  
     
     

DATED

  November 1, 2005  
 
 

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These excerpts taken from the ICI 20-F filed Apr 1, 2005.

THE SCHEDULE

In this Agreement the following expressions shall have the following meanings:

Affiliate means in relation to any party, any subsidiary company or holding company of that party and any subsidiary company of any such parent company, in each case from time to time;

Board means the Company’s board of directors or a duly constituted committee of the board of directors;

Business Partners means any supplier or commercial partner of any Group Company (excluding Customers and Potential Customers);

Copyright Laws means the UK – Copyright Designs and Patents Act 1988;

Customer shall mean any person, firm or company who at the Termination Date or at any time during the twelve months immediately prior to the Termination Date was a customer of any Group Company with whom you had business dealings at any time during the twelve months immediately prior to the Termination Date or where in relation to the Group Company’s relationship with such person, firm or company you are as at the Termination Date in possession of confidential information;

Governing Law means the law of England and Wales;

Group Company means the Company and its Affiliates;

holding company means any company which holds a majority of the voting rights in another company, or which is a member of another company and has the right to appoint or remove a majority of its board of directors, or which is a member of another company and controls a majority of the voting rights in it under an agreement with other members;

ICI means Imperial Chemical Industries plc;

Interest means the holding or control, in either case directly or indirectly, of securities or debentures whether as legal or beneficial owner or in any other capacity;

Jurisdiction means the courts of England and Wales;

Potential Customer shall mean any person, firm or company with whom you (or any other employee of any Group Company for whom you had direct management responsibility at the relevant time) carried out negotiations on behalf of any Group Company at any time during the twelve months immediately prior to the Termination Date with a view to such person, firm or company becoming a customer of such company or where in relation to the Group Company’s relationship with such person, firm or company you are as at the Termination Date in possession of confidential information;

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CHARLES KNOTT – UK EMPLOYMENT AGREEMENT

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Restricted Business shall mean the business or any part of the business which in either case:

(a)        is carried on by any Group Company at the Termination Date; or
   
(b)        was carried on by any Group Company at any time during the twelve months immediately prior to the Termination Date; or
   
(c)        is to your knowledge to be carried out by any Group Company at any time during the twelve months immediately following Termination Date;

and in relation to which business or part thereof you are, as at the Termination Date, in possession of confidential information and trade secrets as described in clause 14 or in which you were actively involved in the twelve months immediately prior to the Termination Date;

Restricted Territory shall mean any country in which any Group Company:

(d)        carried on any Restricted Business or provided any goods or services in connection with any Restricted Business at the Termination Date; or
   
(e)        carried on any Restricted Business or provided any goods or services in connection with any Restricted Business at any time during the period of twelve months immediately prior to the Termination Date; or
   
(f)        is to your knowledge to carry out any Restricted Business at any time during the twelve months immediately following the Termination Date;

and in relation to the carrying on of such Restricted Business or the provision of such goods or services in such company you are, at the Termination Date, in possession of confidential information and trade secrets as described in clause 14;

Specified Reason means termination of your employment by reason of your resignation or by the Company for a reason specified in clause 12.4 for any other reason entitling the Company to terminate your employment summarily;

subsidiary company means any company in relation to which another company is its holding company;

Termination Date means, for the purposes of clause 14 of this Agreement, the termination of your employment howsoever caused (including, without limitation, termination by the Company which is in repudiatory breach of this Agreement).

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CHARLES KNOTT – UK EMPLOYMENT AGREEMENT

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SIGNED___ /s/___ M Herlihy_________________________________
(BY AND ON BEHALF OF QUEST INTERNATIONAL (FRAGRANCES,
FLAVOURS, FOOD INGREDIENTS) UK LIMITED)

 

SIGNED___ /s/___ Charles F Knott____________________________
(CHARLES KNOTT)

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CHARLES KNOTT – UK EMPLOYMENT AGREEMENT

SCHEDULE TWO

With respect to the application of the 30%-facility, the following will be taken into account:

1. If, and in so far, Charles Knott (the Employee) is, based on article 9 of the ‘Uitvoeringsbesluit loonbelasting 1965’, entitled to receive a tax-free cost reimbursement for extraterritorial costs, it has been agreed with the Employee that his current employment income (“loon uit tegenwoordige dienstbetrekking”), will be reduced according to labour law so that 100/70 of his current employment income equals the originally agreed current employment income.
   
2. If, and in so far, paragraph 1 of this Schedule is applicable, the Employee receives a cost reimbursement for extraterritorial costs from Quest International Services BV equal to 30/70 of the current employment income as agreed in paragraph 1 of this Schedule.
   
3. The Employee acknowledges the fact that an adjustment of the agreed remuneration of paragraph 1 of this Schedule can influence all employment income related payments and benefits like pension and social security benefits.

Herewith, Quest International Services BV and Charles Knott acknowledge the above.

Charles Knott   Quest International Services BV
/s/ Charles F Knott   /s/ M Herlihy
     
……………………………………   ……………………………………
(signature)   (signature)
     
Date…2/9/04……   Date…2/9/04…….

 

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  ICI KNOTT – NETHERLANDS AGREEMENT  

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SIGNED……… /s/ ………M Herlihy………………………………………
(BY AND ON BEHALF OF QUEST INTERNATIONAL SERVICES BV)

 

SIGNED……… /s/ ………Charles F Knott………………………………………
(CHARLES KNOTT)

 

  Page 15
  
  ICI KNOTT – NETHERLANDS AGREEMENT  

EXCERPTS ON THIS PAGE:

20-F
Mar 31, 2006
20-F (2 sections)
Apr 1, 2005

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