CONTRACT OF EMPLOYMENT
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Dated January 4, 2001
1. The Employer: Nexsan Technologies Ltd, Imperial House, East Service, Road,
Raynesway, Derby "We", "Us", or "the Company"
AND
2. The Employee: Xxxx Xxxxx of 0 Xxxxxxxx Xxxxx Xxxxxxx ("Xxx")
Xxxxxxxxxx, XX00XX, XX
1. EMPLOYMENT/JOB TITLE/MOBILITY
1.1 We will employ you, and you will work for us as Financial Director.
1.2 While your initial place of work will be Derby you will work at
and/or travel to such places as we may reasonably require from time
to time.
2. DURATION
2.1 Your employment with us commenced on January 4, 2001 and subject to
Clause 11.1 below will continue for an initial fixed term of five
years from that date. At any time after Januaray 4, 2005 four years
after commencement) this contract can be determined by twelve months
notice given by either you or us.
2.2 If not terminated earlier, this contract will end automatically when
you reach age 65.
3. YOUR DUTIES
3.1 You will faithfully and diligently and to the best of your ability
exercise
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such powers and perform such reasonable duties in relation to our
business as we require from time to time, and comply with all
limitations, rules and regulations we may notify to you from time to
time.
3.2 You will work such hours including as a minimum normal office hours
at your place of work as are needed for the proper performance of
your duties. In particular you agree whenever necessary to work
longer than 48 hours a week on average. You will not be entitled to
additional pay for overtime.
3.3 You will at all time endeavour to promote the interest and
reputation of the Company.
4. PAY AND BENEFITS IN KIND
4.1 We will pay you a basic salary of $85,000 a year during your first
year of employment; a basic salary of $160,000 a year during your
second year of employment; and thereafter, for every subsequent year
of employment a basic salary 5% greater than the basic salary paid
to you during your previous year of employment. We will pay this in
equal instalments by credit transfer to your nominated bank or
building society account in Great Britain on or about the last
business day of each monthly pay period. Your salary is deemed to
include any fees receivable for holding any office in the Company or
its Associates. We will review your salary annually and the Company
may in its absolute discretion increase but not reduce your salary
by such amount if any as it thinks fit.
4.2 We may, in our absolute discretion, pay you a bonus in respect of
each financial year of the Company. To be eligible for consideration
for such a bonus you must have been in service throughout the year
in question and to receive it you must still be in service and not
under notice of termination on the date appointed for payment of
bonus.
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4.3 You will be eligible to join the Company pension scheme "the Scheme"
subject to and in accordance with the rules of the Scheme, which
provides that the Scheme may be amended or discontinued. The rules
of the Scheme and any amendments to the rules of the Scheme will be
notified to you. You will contribute to the Scheme at the level of
4% of your gross earnings and will be treated as having authorised
the Company to deduct contributions from your earnings at that
level. Members of the scheme are contracted out of the State
Earnings Related Pension Scheme.
4.4 You and members of your immediate family will be eligible to
participate in the Company's private health care scheme. Details of
the scheme and any amendments to the scheme will be provided to you.
At any time after commencement of your employment, at the discretion
of the Company, you may be required to undergo a medical examination
by a medical advisor approved by the Company and to authorise the
medical advisor to disclose to the Company the results of the
examination.
4.5 We will not provide you with a Company car however we will reimburse
you in respect of the business mileage incurred by you using your
own car on Company business at a rate of inland revenue fixed profit
car scheme per mile or such other rate as may from time to time be
agreed.
4.6 We will reimburse you at the end of each pay period for all
travelling, hotel, entertainment and other expenses reasonably
incurred by you in the performance of your duties in accordance with
Company guidelines and subject to receipt from you of a duly vouched
expenses claim form. If we issue you with a charge or credit card
you must only use it for Company business purposes.
5. HOLIDAY ENTITLEMENT
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5.1 Our holiday year is the calendar year from 1 January to 31 December.
Your annual holiday entitlement will be 20 working days in addition
to the normal English Bank and Public holidays. Your holiday must be
taken during the holiday year and your holiday dates agreed in
advance. Employees who started during the holiday year will be
entitled to 1 1/2 days' holiday for each complete month left in the
holiday year.
5.2 We do not normally allow staff to carry unused holiday entitlement
forward (and we do not normally pay in lieu of untaken holiday).
5.3 If you leave during a holiday year, your holiday entitlement will be
recalculated as (1 1/2) days holiday for each complete month worked
in the year. If you have taken less holiday than this you will be
paid in lieu. If you have taken more holiday than this, you will
have to repay the excess holiday pay. One day's holiday pay will be
deemed to be 1/260th of your annual basic salary.
6. NOTIFICATION OF ABSENCE
6.1 If you are unable to come to work for any reason and your absence
has not previously been authorised by us you must inform us
immediately and keep us informed. You must confirm the reasons for
your absence in writing as soon as practicable.
6.2 Following your return to work after a period of absence due to
sickness of 7 calendar days or less you will have to complete a
self-certification form. Self-certification forms will be retained
in our records.
6.3 If you are absent from work due to sickness for more than 7 calendar
days (including weekends) you must provide us with a medical
certificate by the 8th day of sickness. You must provide medical
certificates to us to cover any further absence.
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7. SICK PAY
7.1. If you are absent from work due to sickness (including mental
illness or accidental injury) and comply with the requirements in
clause 6, you will be paid Company Sick Pay at full pay for a period
of ten weeks in any rolling 52 week period thereafter you will be
entitled to Statutory Sick Pay.
8. CONFIDENTIALITY
You must not at any time during (except in the course of your duties) or
after your employment disclose or make use of your knowledge of any
confidential information of the Company and its Associates acquired by you
during or as a consequence of your employment with us. Confidential
information includes (without limitation) all and any information about
business plans, maturing new business opportunities, research and
development projects, product formulae, processes, inventions, designs,
discoveries or know-how, sales statistics, marketing surveys and plans,
costs, profit or loss, prices and discount structures, the names, addresses
and contact details of customers and potential customers or suppliers and
potential suppliers (whether or not recorded in writing or on computer disk
or tape) which the Company or relevant Associate treats as confidential.
9. RESTRICTIONS ON COMPETITION
9.1 You will not for the first 3 months after the end of your employment
with us either on your own account or on behalf of any other legal
person and in competition with the Company (or any Associate)
directly or indirectly be engaged in or be concerned with any trade
or business carried on by and/or competitive with us at the end of
your employment.
9.2 You will not for the first 6 months after the end of your employment
with us solicit away from us any person who is and was, when your
employment ended, employed by us during the last 12 months of your
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employment.
9.3 Each of the above restrictions is separate and severable from the
other. If one is enforceable for any reason, but would be
enforceable if some of its wording were deleted, it shall apply with
such deletions as are necessary to make it enforceable.
9.4 None of the above provisions shall apply if you have been dismissed
by the Company in breach of this contract.
10. DISMISSAL
10.1 We can dismiss you without prior notice or pay in lieu (and you will
not be entitled to compensation or damages) if you:
10.1.1 commit any act of gross misconduct or gross incompetence or
other repudiatory breach of contract;
10.1.2 without reasonable excuse and after prior written warning,
repeat or continue any breach of contract (not falling
within 10.1.1 above);
10.1.3 are absent due to sickness for at least 120 consecutive
days, or an aggregate of 180 days in a period of 52
consecutive weeks;
10.1.4 commit such misconduct outside work of such disrepute that
in the reasonable option of your continued employment will
materially prejudice the interests of the Company;
10.1.5 are convicted of any criminal offence (other than road
traffic offences) punishable with imprisonment (whether or
not such sentence is actually imposed on you);
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10.1.6 resign (otherwise than at our request) any office you hold
in the Company or its Associates or by virtue of your
employment;
10.1.7 become bankrupt, apply for or have a receiving order made
against you or enter into any voluntary arrangement with
your creditors; or
10.1.8 have an order made against you disqualifying you from acting
as a Company director.
While we will endeavour to deal fairly with allegations against you,
we reserve the right to proceed under this sub-clause without prior
notice and without holding a hearing or inviting any representations
from you.
10.2 We reserve the option in our absolute discretion to terminate your
employment by paying you in lieu of notice. The payment shall be
solely your basic salary without taking into account any bonus,
pension contributions or benefits in kind and shall be subject to
deductions for income tax and national insurance contributions as
appropriate. You will not, under any circumstances, have any right
to payment in lieu unless we have exercised our option to pay in
lieu by notice to you.
10.3 At the end of your employment for whatever reason you must;
10.3.1 on request resign any directorships or other offices held by
you in the Company or its Associates or by virtue of your
employment and transfer to the Company or as the Company may
direct any shares or other securities held by you as nominee
or trustee for the Company or any Associate without payment
in either case. If you fail to do so within 7 days of
request, the Company is hereby
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irrevocably authorised to appoint a person in your name and
on your behalf to execute any documents or do any things
necessary for such purpose(s) (all of which shall be without
prejudice to any claims which you might otherwise have
against us).
10.3.2 return all the Company's Associate's documents, computer
disks or tapes and all other tangible items in your
possession or control belonging to or containing any
confidential information of the Company or its Associates.
11. MISCELLANEOUS
11.1 Any notice to be given under this contract must be in writing and
must either be delivered by hand or courier or sent by first class
pre-paid post (or facsimile if the recipient has a facsimile
number). Notices to the Company must be addressed to its registered
office or sent to the Company secretary's facsimile number as the
case may be. Notices to you must be addressed to your last known
home address or sent to your facsimile number (if any) at your last
known home address as the case may be. A notice shall be deemed to
have served at the time of delivery if delivered by hand or courier,
2 clear days after the time of posting if sent by first class
pre-paid post, and at the time of completion of transmission by the
sender if sent by facsimile.
11.2 No omission to exercise or delay in exercising any right, power or
remedy provided to the Company by law or under this contract will be
a waiver of it.
11.3 This contract (together with any documents referred to in it) sets
out the whole agreement between the parties relating to and cancels
all previous agreements, representations and arrangements in
connection with your employment by us or any Associate.
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11.4 The validity, construction and performance of this contract shall be
governed by English law.
11.5 All disputes, claims or proceedings between the parties relating to
the validity, construction, performance or termination of this
contract shall be subject to the exclusive jurisdiction of the
English Courts.
11.6 Termination of this contract shall not affect any provisions which
are intended to operate after termination.
11.7 We reserve the right and you agree to our deducting any debts you
owe us from your wages.
12. STATUTORY PARTICULARS
The further particulars of terms of employment not contained above which
must be given to you under the Employment Rights Xxx 0000 are as follows:
12.1 Your continuous employment began on (insert).
12.2 There are no collective agreements with trade unions which directly
affect the terms and conditions of your employment.
12.3 If you have any grievance relating to your employment or if you are
dissatisfied with any disciplinary decision affecting you, you
should first attempt to resolve this by discussion with your
immediate superior. Failing satisfaction you may refer it in writing
for determination at the next level of management.
SIGNED on behalf of the Employer by a duly authorised officer
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Sign /s/ Xxxxxx Xxxxx
Print Xxxxxx Xxxxx
on (date) January 4, 2001
(in the presence of
witness (sign) /s/ Xxxxxx X. Xxxx
(print) Xxxxxx X. Xxxx
SIGNED by the Employee
Sign /s/ Xxxx Xxxxx
Print Xxxx Xxxxx
on (date) January 4, 2001
(in the presence of
witness (sign) /s/ Xxxxxx X. Xxxx
(print) Xxxxxx X. Xxxx
