Prospectus re Admission to the Official List - Heritage Oil

7.5 None of the major shareholders of the Company set out above has different voting rights from anyother holder of Ordinary Shares in respect of any Ordinary Share held by them.7.6 Service Contracts/Terms of EmploymentMr. Anthony Buckingham entered into an executive service agreement with the Company, dated28 March 2008, in which he agreed to act as Chief Executive Officer. The agreement is terminableon not less than 24 months’ written notice by the Company at any time or 6 months notice byMr. Buckingham at any time; in addition, the Company may terminate the agreement and makepayment in lieu of notice. Mr. Buckingham’s basic annual salary is £675,000 and he is eligible toreceive an annual performance-related bonus which will be determined at the discretion of theBoard. Mr. Buckingham has also been granted options under the Scheme. Mr. Buckingham isentitled to the benefits of private medical insurance, life insurance, an allowance in the amount of£100,000 and executive participation in the retirement and welfare benefit schemes of the Companyfrom time to time. In the event of a change of control of the Company, if Mr. Buckingham resignsor the Company terminates his appointment within twenty-four months of such change of control,he shall be entitled to an immediate payment in lieu of notice of a sum equivalent to three times hisannual salary.Mr. Paul Atherton entered into an executive service agreement with the Company, dated28 March 2008, in which he agreed to act as Chief Financial Officer. The agreement is terminableon not less than 24 months’ written notice by the Company at any time or 6 months’ notice byMr. Atherton at any time, in addition, the Company may terminate the agreement and makepayment in lieu of notice. Mr. Atherton’s annual salary is £500,000 and he is eligible to receive anannual performance-related bonus which will be determined at the discretion of the board.Mr. Atherton has also been granted options under the Scheme. Mr. Atherton is entitled to thebenefits of private medical insurance, life insurance, an allowance in the amount of £77,500 andexecutive participation in the retirement and welfare benefit schemes of the Company from time totime. In the event of a change of control of the Company, if Mr. Atherton resigns or the Companyterminates his appointment within twenty-four months of such change of control, he shall beentitled to an immediate payment in lieu of notice of a sum equivalent to three times his annualsalary.Mr. Michael Hibberd, Mr. Gregory Turnbull, John McLeod and General Sir Michael Wilkes areengaged as non-executive directors of the Company under the letters of appointment dated28 March 2008 respectively.Pursuant to these, such non-executive directors each receive an annual fee of £80,000, £50,000,£50,000, and £80,000, respectively plus an additional fee of £2,000 respectively (or such otheramount as the board in its sole discretion deems appropriate) per day worked in excess of 20 daysper annum. Mr. Hibberd’s, Mr. Turnbull’s, Mr. McLeod’s and General Sir Michael Wilkes’agreements are terminable on three months’ written notice by either party. Subject to earlytermination, Mr. Hibberd, Mr. Turnbull, Mr. McLeod and General Sir Michael Wilkes are each tobe appointed for an initial period of 2, 1, 1 and 3 years, respectively (and for a period of a further3 years after the initial term of their appointments). Mr. Hibberd and Mr. Turnbull are entitled to achange of control bonus (relating to a change of control in HOC) in the amount of $75,000 plus apro-rata amount of his previous year’s bonus multiplied by a stock price performance factor.In addition to the fees due to General Sir Michael Wilkes as described above, he also received apayment of £50,000 upon joining the board of the Company.All the directors (both executive and non-executive (excluding General Sir Michael Wilkes who isnot a director of HOC)) are entitled to a $75,000 payment in the event they are asked to resignfrom the board of HOC in any event other than as result of a change of control.No member of the administrative, management or supervisory bodies’ service contracts with theCompany or any member of the Group provide for benefits upon termination of employment.7.7 Save as detailed in section 7.6 above, there are no other service contracts between any of theDirectors and the Group providing for benefit upon termination of employment.277