EXHIBIT 6.6
STATEMENT OF PARTICULARS OF EMPLOYMENT UNDER SECTION 1 OF THE
EMPLOYMENT RIGHTS ACT 1996 FOR ▇▇▇▇ ▇▇▇▇▇▇▇
STATEMENT OF PARTICULARS OF EMPLOYMENT
UNDER SECTION 1 OF THE EMPLOYMENT RIGHTS ACT 1996
From: Integrity Holdings Ltd. ("the Company")
To: ▇▇▇▇ ▇▇▇▇▇▇▇ ("the Employee")
INTERPRETATION
1. Where the context allows use of the masculine shall imply the feminine or
neuter, the use of the singular shall imply the plural and vice versa
2. Any provisions of this agreement found invalid or unenforceable shall not
affect the other provisions which will remain in full force and effect
3. This agreement (and all documents incorporated into it by reference)
constitutes the whole agreement between the Company and Employee provided
that additional terms and conditions confirmed by a duly authorized
representative in writing as having such an effect may be incorporated
into this agreement
4. This statement sets out the particulars of your employment with
the Company as at 1st November 1998 which are required to be given to you
under the Employment Rights Act 1996 and forms the basis of your Contract
of Employment
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1. COMMENCEMENT OF EMPLOYMENT
1.1 Your employment commenced on 15th July 1988 and no employment with
a previous employer counts as part of your period of continuous
employment
1.2 Your previous service (if any) of [illegible] will count towards
continuous employment from date
1.3 Your employment will be for an initial period of 3 years. You can
terminate your employment for any reason by giving 3 months prior
notice. If the company terminates your employment for any reason,
other then those referred to in Appendix 2, prior to the end of
the 3 year period the company will pay in full the salary
outstanding for the unexpired period of the contract.
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2. JOB TITLE
The title of the job that you are employed to do is Chief Financial
Officer but this may change from time to time to reflect your actual
responsibilities with the Company. THE JOB DESCRIPTION MAY FROM TIME TO
TIME BE AMENDED BY THE COMPANY AND IN ADDITION TO THE DUTIES SET OUT IN
IT YOU MAY AT ANY TIME BE REQUIRED TO TAKE ADDITIONAL OR OTHER DUTIES
NECESSARY TO MEET THE REQUIREMENTS OF THE COMPANY.
3. LOCATION OF WORK
Your normal place of work will be at the company address. The Company
reserves the right to transfer the Employee to alternative positions
provided these are no less favourable to him or to another location if
the necessity arises. In cases of substantial change, the Employee will
receive an amendment to his Contract of Employment
4. REMUNERATION
4.1 Your salary will commence at the gross rate of L70,000 per annum
plus, executive car and bonuses as set out in Appendix I and/or
latest review letter payable in arrears at monthly intervals after
deduction of PAYE income tax and national insurance contributions
by [illegible] monthly. You are responsible for informing the
Company of your bank and/or PAYE and National Insurance details
4.2 The Company reserves the right to deduct from your remuneration
under these terms and conditions and from any other sums owed or
owing by the Company to you one day's pay for each day of
unauthorised absence. Unauthorised absence shall include any
absence from work unless due to:--
4.2.1 Genuine sickness which has been notified to the Company;
4.2.2 Absence for which the Company has given permission;
4.2.3 Genuine reasons outside your control which are acceptable
to the Company
4.3 The Company shall be entitled at any time during your employment
and in any event on termination for whatever reason to deduct from
your remuneration under these terms and conditions or from any
other sums owed or owing by the Company to you any monies due from
you to the Company including (but not limited to) any outstanding
loans, overpayments, advances, the cost of repairing any damage or
loss to the Company's property caused by you, excess holidays
taken and any other monies owed or owing by you to the Company
4.4 The Company will review your salary in its absolute discretion
during the following January and on an annual basis thereafter
5. EXPENSES
5.1 If you are required to work away from your normal place of
business you will be
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entitled to reimbursement of any expenses incurred by you on
behalf of the Company on production of original receipts. Claims
for expenses must be submitted monthly on the Company's standard
expense form to which the receipts must be attached
5.2 The following expenses can normally be claimed:--
5.2.1 Petrol, oils and lubricants or other transport costs at a
rate previously agreed by the Company;
5.2.2 Car parking charges;
5.2.3 Repairs and spare parts if previously agreed with the
Company;
5.2.4 A motor mileage allowance for privately owned vehicles used
for the Company's business (presently at 35p per mile);
5.2.5 Telephone calls made in connection with the Company's
business;
5.2.6 Meals (excluding lunches unless previously agreed by the
Company);
5.2.7 Stationery
5.3 Other than in exceptional circumstances, hotel and other
accommodation expenses will not be reimbursed unless previously
authorised by the Company
5.4 Expenses cannot be claimed in respect of your journey to and from
your normal place of work
6. VEHICLE
6.1 You may be provided with a vehicle deemed by the Company to be
suitable for the performance of your duties under this Agreement
in respect of which the Company will pay the running costs whilst
you are performing your duties together with all insurance and
maintenance costs
6.2 If you are provided with a vehicle, you must ensure that:-
6.2.1 Regular servicing is carried out in accordance with the
manufacturer's recommendations and that all roadworthiness
certificates required for the vehicle are obtained and
maintained in date;
6.2.2 You provide safe parking or garaging overnight;
6.2.3 You carry out regular cleaning and basic maintenance of the
vehicle;
6.2.4 Any accidents are reported immediately to the Company's
insurers with no liability having been admitted by you and
when necessary that all insurance claim forms and estimates
are submitted;
6.2.5 The vehicle records are kept up to date;
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6.2.6 A current tax disc is displayed;
6.2.7 Smoking is prohibited in the vehicle
6.3 If through your gross negligence any damage is "caused to the
vehicle, you will be responsible for reimbursing the Company in
full the cost of any repairs or other expenses incurred by the
Company in returning the vehicle to the condition in which it was
entrusted to you
6.4 In all cases you shall be responsible for the discharge of the
excess on all claims settled by the Company's insurers and for
payment of all fines connected with the use of the vehicle
6.5 The Company will be responsible for insuring all its property
including tools, which may be entrusted to the Employee. The
Employee will be under a duty to ensure that these goods are not
damaged or lost. Any Company property entrusted to the Employee
must be returned by the Employee on request by the Company. If the
Employee fails to return any Company property its value will be
deducted from the Employees next monthly salary payment. Company
property must not be left in a vehicle overnight and should not be
left unattended for any unnecessary length of time. Should any of
the Company's property be left in the vehicle, the vehicle must be
alarmed and immobilised
6.6 If you wish to use your own vehicle in the performance of your
duties, you must first obtain the consent of the Company and must
ensure that adequate insurance cover is provided to cover the
business use
7. COMMISSION
7.1 N/A
8. HOURS OF WORK
8.1 Your normal hours of work will be from 9:00am to 5:30pm Monday to
Friday inclusive, with an hour's break for lunch each day to be
taken by arrangement with the Company
8.2 You may also be required to work additional or different hours
without additional remuneration as may be necessary for the full
and effective performance of your duties as the Company may
reasonably require of you from time to time
9. HOLIDAYS
9.1 You am entitled, in addition to the normal public holidays, to
take 25 working days in each complete holiday year which runs from
1st January to 31st December and you will be paid your normal
basic remuneration during such holidays
9.2 Should the Employee have completed a full year's continuous
service on 31st December each year the employee will receive an
additional day's holiday. This
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will continue yearly to a maximum of 35 days entitlement
9.3 If your employment commences or terminates part way through the
holiday year, your entitlement to holidays during that year will
be calculated pro rata to your annual entitlement by reference to
the number of complete months worked in that year
9.4 You will be entitled to payment in lieu of holidays accrued to you
and untaken as at the date of termination of employment.
Deductions from final salary due to you on termination of
employment will be made in respect of any holidays taken in excess
of entitlement. One day's holiday pay is calculated as 1/260th of
your annual basic salary
9.5 Reasonable notice of intention to take holidays. must be given to
the Company, and all holidays must be taken at times, which have
been previously approved and agreed in writing by the Company
9.6 Holiday entitlement unused at the end of the holiday year CANNOT
be carried over into the next holiday year, nor will payment be
made in lieu of unused holiday [OTHER THAN IN EXCEPTIONAL
CIRCUMSTANCES AND AT THE COMPANY'S ABSOLUTE DISCRETION]
10. SICKNESS AND OTHER ABSENCE
10.1 If you are absent from work on account of sickness or injury, you
or someone on your behalf should inform The Sales Director or a
deputy appointed by him of the reasons for your absence as soon as
possible but no later than 10.30 am on the working day on which
absence first occurs. If the sickness continues into subsequent
working weeks, the Employee must ensure that he telephones the
Company on the Monday of each week to notify this
10.2 In respect of absence lasting 7 or fewer calendar days, you need
not produce a medical certificate unless you are specifically
requested to do so. You must, however, provide written reasons for
your absence immediately you return to work after such absence
10.3 In respect of absence lasting more than 7 calendar days, you must
on the 8th calendar day of absence provide a medical certificate
stating the reasons for absence and thereafter provide a like
certificate each week to cover any subsequent period of absence
10.4 The Company reserves the right to ask you at any stage of absence
to produce a medical certificate and/or to undergo a medical
examination
10.5 If you are absent due to sickness or injury, you will not be paid
your normal salary for the period of absence, but you may be
entitled to company sick pay ("CSP") and/or statutory sick pay
("SSP") for all or part of your absence
10.6 CSP is not payable during the Probationary Period. For the first
10 working days, (whether continuous or cumulative) absence
through sickness or injury in any period of 12 months, CSP is
equivalent to your normal basic salary less any SSP or other state
benefits to which you are entitled
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10.7 This paragraph applies only to periods of absence through sickness
or injury of 11 or more consecutive working days. During such
periods, CSP will first be paid in accordance with paragraph 10.6.
Once your total number of days' absence in the proceeding 12 month
period has reached 10, CSP for the subsequent days will be that
sum which when added to your entitlement to SSP produces the same
net amount as half of your basic salary, save that CSP will only
be paid until the total number of days' absence in the 12 month
period is 17
10.8 Entitlement to SSP depends upon the number of days of sickness.
There is no entitlement for the first three qualifying days. For
these purposes qualifying days are Monday to Friday. SSP is
payable to you by the Company for up to 28 weeks, after which you
are expected to claim from the DSS any state benefits for which
you are eligible.
10.9 Entitlement to both CSP and SSP is dependent upon the following:
10.9.1 proper notification of your absence in accordance with
paragraph 10.1 above; and
10.9.2 proper provision of medical certificates in accordance with
paragraphs 10.2 and 10.3 above
10.10 If you recover compensation from a third party in respect of any
injury which results in your absence from work you will be liable
to repay to the Company all remuneration which you have received
during such absence or the amount of compensation recovered,
whichever is the lesser.
11. MATERNITY LEAVE
11.1 If the Employee is pregnant and has (or will have by the eleventh
week before the Employee's expected week of confinement)
completed two years' continuous service, the Employee will be
entitled to maternity pay and to return to her job after an
absence for pregnancy and confinement, provided that she:
11.1.1 continues to be employed by the Company until immediately
before the beginning of the eleventh week before the
expected week of her confinement
11.1.2 advised the Company in writing not less than three weeks
before her absence begins (or, if that is not reasonably
practicable, as soon as is reasonably practicable) that
she will be, or is, absent from work wholly or partly
because of her pregnancy or confinement
11.1.3 arranges that the Company is supplied with a letter or
certificate signed by her medical practitioner or a midwife
confirming her pregnancy and specifying the expected week
of her confinement
11.1.4 includes in the letter mentioned in 11.1.2 above a
statement that she intends to return to work with the
Company
11.1.5 responds in writing within 14 days (or as soon as
reasonably practicable
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thereafter) of receiving a letter from the Company
requesting confirmation of her intention to return to work.
(Note that the Company's letter will not be sent earlier
than seven weeks after the beginning of the week in which
the Employee notified the date confinement was due and that
failure to respond to it within the period mentioned will
mean that the Employee will forfeit the right to return to
work) and
11.1.6 gives notice of her intention to return at least 21 days
before she wishes to return, as long as such notice can be
given no later than 26 weeks after the week in which
confinement occurred in order that the Employee returns to
work no later than 29 weeks calculated from midnight on the
Sunday at the beginning of the week on which the
confinement occurred
11.2 The date of return notified by the Employee may be extended by up
to a further four weeks, but no longer, if the Employee submits a
medical statement showing that for reasons of health the Employee
would be unable to return on the day orginally advised. The
information given in this paragraph is only a summary of the
principal rights of pregnant employees. The Employee is advised to
request the Company no later than fourteen weeks before the
expected week of confinement and preferably well before then, for
full details of rights to maternity pay and leave
12. PENSION
[THE COMPANY DOES NOT OPERATE A PENSION SCHEME AND THERE IS NO
CONTRACTING OUT CERTIFICATE IN FORCE IN RESPECT OF YOUR EMPLOYMENT]
13. NOTICE OF TERMINATION OF EMPLOYMENT
13.1 Subject to paragraph 1.3 the length of notice which you are
entitled to receive from the Company to terminate your employment
is one month until you have been continuously employed for 5 years
and thereafter your notice entitlement shall be one week for each
year of continuous employment until you have completed 12 years of
continuous employment after which you will be entitled to 12
weeks' notice
13.2 Subject to paragraph 1.3 the length of notice which you are
obliged to give to the Company to terminate your employment is one
month. Such notice must be given in writing
13.3 The Company may make a payment to you in lieu of the notice to
which you are entitled
13.4 If you leave without giving the minimum period of notice or you
leave during the notice period without the consent of the Company,
the Company reserves the right to deduct one day's pay for each
day not worked during the notice period
13.5 You shall upon request at any time and in any event upon the
termination of your employment immediately deliver to the Company
all plans, keys, security
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passes, statistics, documents, records, papers, magnetic disks,
tapes or other software storage media, credit cards and all
property of whatsoever nature which may be in your possession or
control and relate in any way to the business affairs of the
Company and you shall not, without the written consent of the
Company, retain any copies of any of these items
14. GRIEVANCE PROCEDURE
14.1 Except during the Probationary Period, if you are unhappy about
any aspect of your employment, you may raise the matter at first
instance orally or in writing with your superior. If this does not
produce a satisfactory resolution of your grievance, you may
appeal in writing within 14 days to the Company Secretary, and
thereafter within 14 days to the Managing Director whose decision
shall be final
14.2 At any stage of the grievance procedure you may be accompanied by
a colleague. If you invoke your right to appeal under 14.1 you
should notify the Sales Director of the name of your colleague in
advance of any meeting
15. DISCIPLINARY RULES AND PROCEDURE
The Company's disciplinary rules and procedures are set out in Appendix 2
attached to this statement
16. RESPONSIBILITIES
16.1 In addition to the specific duties which the Employee will be
given, you must at all times
16.1.1 endeavour to provide the best possible service to customers
of the Company
16.1.2 assist to the best of the Employee's ability to ensure that
the Company achieves its stated objectives
16.1.3 protect the interest of the Company and in particular
protect all confidential information of the company which
may come into the Employee's possession
17. TRAINING
17.1 You may at the Company's expense be provided with training during
the course of your employment
17.2 The Company reserves the right to recover the cost of any such
training from you if within three months from the end of any
training course you give to the Company notice to terminate your
employment
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18. HEALTH AND SAFETY AT WORK
18.1 The Employee will be responsible for ensuring that the Employee's
place of work and working practices are such that the requirements
of the Health and Safety at Work legislation are met by the
Employee and the Company
18.2 Should the Employee discover any circumstances which the Employee
feels needs attention he should contact his immediate superior
without delay
19. GENERAL
19.1 If any doubt exists as to what can or cannot be done, used or
disclosed the Employee should contact his immediate manager
19.2 If any part or parts of this agreement are held by any court or
tribunal to be illegal or unenforceable such ruling shall not
affect the remainder of this agreement, which shall continue to
have effect and be enforceable
20. INTELLECTUAL PROPERTY RIGHTS
20.1 It is agreed that the intellectual property rights and all
ownership rights of any software that the Employee may develop or
work on whilst in the employment of ISL shall remain solely with
ISL.
21. CONFIDENTIALITY AND POST-TERMINATION RESTRICTIONS
21.1 You agree to abide by the terms of the confidentiality and
post-termination restrictions which are set out in Appendix 3
attached to this statement and which form part of your contract of
employment
22. COLLECTIVE AGREEMENTS
22.1 No collective agreement directly affects the terms and conditions
of your employment
23. SUBSTITUTION FOR ANY PREVIOUS AGREEMENT
23.1 This Agreement cancels and is in substitution of all previous
letters of engagement, agreements and arrangements whether oral or
in writing related to the subject matter hereof between the
Company and yourself, all of which shall be deemed to have been
terminated by mutual consent
24. LAW
24.1 This Agreement shall be governed by and construed in accordance
with the Laws of England whose Courts shall be courts of competent
jurisdiction
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SIGNED [ILLEGIBLE] DATE [ILLEGIBLE]
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FOR & ON BEHALF OF
INTEGRITY HOLDINGS LTD
Please acknowledge receipt of this statement by signing below and returning it
to the Sales Director.
I, ▇▇▇▇ ▇▇▇▇▇▇▇, acknowledge that I have received a statement of the particulars
of my employment as required by Section 1 of the Employment Rights Act 1996 and
confirm my agreement that these constitute my contract of employment with the
Company.
SIGNED /s/ ▇▇▇▇ ▇▇▇▇▇▇▇ DATE 18/7/98.
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