Admission Document - BrainJuicer

agreement can be terminated upon six months’ notice in writing by either party and includes
restrictive covenants which apply during his employment and for a period of 12 months after its
termination. These covenants cover non-competition, non-solicitation and non acceptance of business
from customers and non-solicitation of employees and consultants. There is also a restrictive covenant
covering non interference with supplies to BrainJuicer UK which applies for six months from the
termination of employment. John’s basic remuneration is £112,750 per annum. John is entitled to a
bonus of up to 30 per cent. of his annual salary if BrainJuicer UK achieves gross profit margin targets
and profit targets for the Group are met. The sum paid is then determined from the size of these profits
and individual performance. In practice, no bonus payment was made in 2005 and 4.5 per cent. has
currently been paid for 2006. He also benefits from private and health insurance (with effect from
September this year) available to all employees of BrainJuicer UK. It is currently intended that life
and permanent health insurance will be made available to all employees of BrainJuicer UK with effect
from January next year and that he will benefit from this on the same terms as those offered to
employees. John entered into a letter of appointment as an executive director of the Company on 30
November 2006. John’s appointment can be terminated on six months’ notice in writing by John or
the Company. John is not entitled to receive a fee over and above his remuneration pursuant to his
service agreement with BrainJuicer UK.
(c)
(d)
(e)
(f)
James Brodie Geddes was appointed as Director of the Company on 5 October 2006 and as a director
of BrainJuicer UK on 22 January 2003. James’s current service agreement with BrainJuicer UK is
dated 22 January 2003. This agreement confirms his appointment as Chief Financial Officer. The
agreement can be terminated upon 12 months’ notice in writing by the Company or 6 months’ notice
in writing by James and includes restrictive covenants which apply during his employment and for a
period of 12 months after its termination. These covenants cover non-competition, non-solicitation
and non acceptance of business from customers and non-solicitation of employees and consultants.
There is also a covenant covering a non interference with supplies to BrainJuicer UK and applies for
six months from termination of employment. James’ basic remuneration is £92,250 per annum. James
is entitled to a bonus of up to 30 per cent. of his annual salary if BrainJuicer UK achieves gross profit
margin targets and profit targets for the Group are met. The sum paid is then determined from the size
of these profits and individual performance. In practice, no bonus payment was made in 2005 and 4.5
per cent. has currently been paid for 2006. He also benefits from private and health insurance (with
effect from September this year) available to all employees of BrainJuicer UK. It is currently intended
that life and permanent health insurance will be made available to all employees BrainJuicer UK with
effect from January next year and that he will benefit from this on the same terms as those offered to
employees. James entered into a letter of appointment as an executive director of the Company on 30
November 2006. James’ appointment can be terminated on six months’ notice in writing by James or
12 months’ notice by the Company. James is not entitled to receive a fee over and above the
remuneration pursuant to his service agreement with BrainJuicer UK.
Mark Philip Muth was appointed as a non-executive director of the Company on 5 October 2006 and
entered into a letter of appointment with the Company on 30 November 2006. Mark’s appointment
can be terminated on six months’ notice in writing by Mark but the Company has undertaken not to
exercise its right to terminate on six months’ notice in writing to Mark for so long as Unilever UK
Holdings remains the registered holder of not less than 10 per cent. of the issued share capital of the
Company. Mark will not be entitled to receive a fee in respect of the performance of his duties as a
non-executive director.
Simon Cedric Valentine Godfrey was appointed as a non-executive director of the Company on
5October 2006 and entered into a letter of appointment with the Company on30 November2006.
Simon’s appointment can be terminated on six months’ notice in writing by Simon Godfrey or the
Company. Simon will be entitled to a fee of £40,000 per annum.
Jonathan Perry Rimmer entered into a service agreement with BrainJuicer UK dated 12 September
2006. This agreement confirms his appointment as Managing Director of BrainJuicer UK. The
agreement can be terminated upon three months’ notice in writing by either party and includes
restrictive covenants which apply during his employment and for a period of 12 months after its
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