Common use of The Background Clause in Contracts

The Background. The Employee is employed by the Company under the terms of a contract dated 17th April 2012, headed “Statement of Main Terms of Employment.” The Employee’s employment with the Company will terminate on 4th October 2013, (“the Termination Date”). 2.1 Within this Agreement the words “Group Company” shall mean any company which from time to time is a subsidiary or a holding company of the Company or a subsidiary of such holding company and “subsidiary” and “holding company” have the meanings attributed to them by section 1159 of the Companies ▇▇▇ ▇▇▇▇ or any modification or statutory re-enactment of the same. 2.2 This Agreement records the entire agreement pursuant to which the Company and the Employee have agreed to settle all claims that the Employee has or may have against the Company or any officer or employee of the Company or against any Group Company or any officer or employee of any such Group Company as stated in Clause 4.1 herein. No variation to these terms is valid unless set out in writing and signed by the Employee and the Company. 2.3 The Employee will spend the period from 12th August until the Termination Date on garden leave pursuant to paragraph 9.4 of the Company’s Employee Handbook. During this period the Employee will not attend the Company’s offices or carry out any duties for the Company, unless specifically requested to do so by the Company, but will be available to answer any queries during this time and will notify the Company or any planned holiday dates. During the garden leave period, the Employee will not have business dealings with the Company’s employees, customers or potential customers, agents or distributors and will not take up any other office, employment, consultancy or partnership, or trade on his own account, (referred to collectively as “Other Business Interests), without the Company’s prior written consent. During the garden leave period the Employee’s implied duties of loyalty and good faith shall continue to apply and on no account may he undertake any activities which compete directly or indirectly with the Company or any Group Company. Prior to commencing his period of garden leave, the Employee will co-operate with the Company in an orderly handover of his duties and responsibilities to such person or persons as the Company may direct and shall advise the Company of any passwords that he has used on the Company’s computer systems. 2.4 The Company confirms that the Employee’s salary in respect of the period up to and including the Termination Date will be paid via the normal August, September and October 2013 payrolls on or around 20th each month subject to all necessary deductions for income tax and employee National Insurance Contributions, and also agrees to maintain all the Employee’s contractual benefits up to the Termination Date. By the Termination Date the Employee will have taken more holiday than the amount that would have accrued to him. Therefore he will not be due a payment in respect of accrued but untaken holiday on termination of employment. The Company will however waive its rights to seek repayment in respect of holiday taken in excess of the Employee’s accrued entitlement. The Employee will continue to be covered by the Company’s private medical plan until 31st December 2013. 2.5 The Company confirms that the Employee will be eligible for commission on any orders booked for the International region up to 4th October 2013 and cash collection payments on booked orders for the International region up to 31st December 2013 in accordance with and subject always to the rules of the 2013 Sales Commission Plan (“the Plan”). Commissions may be reduced, or extinguished in accordance with the said rules in the event of sales credits, cancellations, returns or other adjustments of customer orders as provided for in the Plan and the provisions of the Plan dealing with the same and with any repayments of commission from employees who have left the Company shall continue to apply to the Employee.