Exhibit 10.3e
CONTRACT OF EMPLOYMENT (EXECUTIVE)
THIS AGREEMENT is made the 18th day of August 2000
BETWEEN : -
(1) XXXXXXXXXXXX.XXX LIMITED registered office is at 104-106 Xxx Xxxxxxxx,
Xxxxxxx Xxxxxxx, Xxxxxx, XX00 0XX ("the Company") and
(2) SIEW SEE XXX of 000 Xxxxxxx Xxxx Xxxxxx, Xxxxxxxxxx, XXXXX XX0 0XX ("the
Employee")
IT IS AGREED as follows:
1. COMMENCEMENT
The Employment commences/commenced on 10th August 2000. No period
of employment with a previous Company or previous period of
employment with the Company counts as part of your period of
continuous employment.
2. JOB TITLE
The Company shall employ the Employee in the capacity of Membership
Co-ordinator. In addition to the duties which this job normally
entails the Employee may from time to time be required to undertake
additional or other duties as necessary to meet the needs of the
Company's business.
3. PLACE OF WORK
The Employee's place of work shall be 104-106 Xxx Xxxxxxxx, Xxxxxxx
Xxxxxxx, Xxxxxx, XX00 0XX or such other place as may be required
from time to time by the Company. The Employee will be required to
travel in the United Kingdom and abroad as the Company may
reasonably require for the proper and efficient discharge of the
Employee's duties.
4. PROBATIONARY PERIOD
4.1 The first three months of the Employee's employment with the Company
will be treated as a probationary period. The employment of the
Employee may be terminated by the Employee or by the Company on one
week's notice in writing at any time during or at the end of this
period.
5. REMUNERATION
5.1 The Company shall pay the Employee by bank transfer at the rate of
(pound)60,000 gross (Sixty Thousand pounds) per annum payable by equal
monthly instalments in arrear on or before the last day of each
calendar month.
5.2 The Employee shall be entitled to performance related bonus to be
determined by the Board.
5.3 Payments shall be subject to deduction of income tax and national
insurance contributions due from the Employee and of any other sums
which the Employee owes to the Company from time to time.
5.4 The Company shall by way of reimbursement pay to Employee the costs of
subscription and registration to all professional bodies, certificates
and courses which she is obliged to belong in order to maintain her
personal qualifications.
6. HOURS OF EMPLOYMENT
6.1 The Employee's normal hours of employment shall be from 9.00 am to 5.30
pm on Monday to Friday during which one hour may be taken for lunch.
6.2 The Employee may be required to work such hours outside normal hours of
employment as the Company considers necessary to meet the needs of the
business. The Employee shall not be entitled to any additional
remuneration for such additional hours worked but may at the absolute
discretion of the Company be give time off in lieu of such additional
hours worked.
7. HOLIDAYS
7.1 The Employee is entitled in addition to the normal public holidays to
take 25 working days as holidays in each Holiday Year and the Employee
will be paid his normal basic remuneration during such holidays. The
Holiday Year runs from 1st January to 31st December each year.
7.2 If the Employee's employment commences or terminates part way through
the holiday year his entitlement to holidays during that year will be
assessed on a pro rata basis and deductions from final salary due to
the Employee on termination of employment will be made in respect of
holidays taken in excess of entitlement.
7.3 Holidays must be taken at times convenient to the Company and
sufficient notice of intention to take holiday must be given to the
Employee's manager. No more than two weeks holiday may be taken at any
one time unless permission is given by the Employee's manager.
7.4 The Employee will be entitled to a payment in lieu of holidays accrued
due but untaken as at the date of termination of employment. For the
purpose of calculating payments in lieu, a day's pay shall be taken to
be the Employee's basic annual salary divided by two hundred and sixty.
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7.5 Holiday entitlement may not be carried forward into another Holiday
Year. No payment shall be made by the Company to the Employee in lieu
of any part of his holiday entitlement except for payments made on the
termination of employment.
8. SICKNESS
8.1 If the Employee shall at any time be prevented by illness from
performing his duties hereunder he shall on demand furnish the Board
with evidence of such incapacity and the cause thereof and he shall
during such incapacity not exceeding a continuous period of six months
be entitled to receive his full remuneration less the amount of any
statutory sick pay or other benefit to which the Executive is entitled
under social security legislation for the time being in force.
8.2 If the incapacity referred to in clause 8.1 continues after a
continuous period of six months any payment to the Employee shall be at
the absolute discretion of the Board.
9. PENSIONS AND OTHER BENEFITS
9.1 There is no pension scheme applicable to the Employee's employment.
9.2 There is not a contracting-out certificate in force in relation to this
Employment.
10. EXPENSES
10.1 The Company will reimburse the Employee in respect of expenses properly
incurred by the Employee in the course of his duties upon production by
the Employee of appropriate receipts. All claims for expenses must be
made within 28 days of the expenditure being incurred.
10.2 Where an Employee is required to use his own vehicle for the purposes
of the business of the Company, the Company shall make such
contribution to the Employees expenses in respect of the Vehicle as
shall be agreed from time to time by the Company.
11. CONFIDENTIALITY
The Employee shall not at any time whether before or after the
termination of his employment with the Company disclose to any person
firm company or organisation whatsoever nor use print nor publish any
confidential information, matter or thing relating to the Company or
the business thereof except in the proper performance of his duties
hereunder or with the prior written consent of the Company or as
required by law. For the purposes of this clause, information shall be
confidential if it relates to or consists of lists or details of
customers, information relating to any process or invention used by the
Company, computer codes (whether source or object), computer programs
or applications, software specifications, user and/or instruction
manuals and/or any other documentation relating to such computer
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programs or applications, product lists, price lists, marketing plans,
staff and salary details, financial, management and organisational
information of the Company and any other matter which is notified to
the Employee during the course of his employment as being secret or
confidential. For avoidance of doubt, information shall cease to be
confidential when it enters the public domain other than through a
breach of this Agreement.
12. INVENTIONS
12.1 For the purpose of this Clause 12 :-
"Inventions" means any inventions, developments, secret formulae,
processes, notations, improvements, trade marks,
service marks, logos, trade names, copyrights,
copyright works, moral rights, semi-conductor
topography rights, designs, know-how, get-up, plans,
drawings, computer codes (whether source or object),
computer programs or applications (whether or not
downloadable), software specifications, websites,
compilations, reports, information, databases, models
or any other specifications or devices of whatever
nature, which relate to the business and/or products
of the Company and are invented, originated,
composed, written, discovered, developed, created,
generated, devised or otherwise acquired by the
Employee on whatever media during the term of his
employment with the Company under this Agreement
(whether in the course of his employment or otherwise
and whether alone or jointly with or in conjunction
with any other person or other persons) PROVIDED THAT
any Invention to which Section 39 Patents Act 1977
applies shall only be an invention within this
definition if the same :
12.1.1 was made in the course of the normal duties of the Employee or
in the course of duties falling outside his normal duties, but
specifically assigned to him by the Company, and in either
case it was reasonable to expect that the same might result
from the execution by the Employee of his duties to the
Company under this Agreement; or
12.1.1 was made in the course of the Employee's duties and at the
time of making the same, because of the nature of his duties
and the particular responsibilities arising from the nature of
his duties, he had a special obligation to further the
interests of the Company.
"Registrable Rights" means patents, trade marks and service marks
(whether registered or unregistered),
registered designs, pending applications for
any of those rights, accrued goodwill in any
trade business or service names (whether
registered or unregistered), rights in
designs, copyrights, database rights,
utility models and all other similar or
equivalent industrial, intellectual or
commercial rights or property subsisting
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under the laws of each and every
jurisdiction throughout the world whether
registered or not and whether vested,
contingent or future and all reversions,
renewals and extensions of any of the
foregoing and all rights under licences,
consents, orders, statutues or otherwise in
relation to any of the foregoing.
12.2 During the continuance of this Agreement :-
12.2.1 the entire legal and beneficial interest of the Employee in
any Inventions or Registrable Rights shall become the absolute
beneficial property of the Company without any payment to the
Employee (except to the extent provided in Section 40 Patents
Act 1977) other than reimbursement of out-of-pocket expenses
and the Employee hereby assigns with full title guarantee by
way of future assignment to the Company the whole of his
interest in any Inventions and in any Registrable Rights in
any such Inventions or Registrable Rights throughout the world
including any extensions, renewals or revivals and the right
to xxx for damages;
12.2.2 the Employee shall promptly communicate to the Company full
particulars of all Inventions and Registrable Rights and, if
any of the Inventions is capable of being protected by any
Registrable Rights, the Company shall determine whether and
where applications shall be made for such Registrable Rights
in respect of the same and the Employee shall, until such
rights are fully and absolutely vested in the Company, hold
the Inventions in trust for the Company and shall not disclose
any details of any such Invention or Registrable Rights to any
third party;
12.2.3 all such Registrable Rights shall be applied for and taken out
at the Company's expense and in the name of the Company or if
the Company shall require in the joint names of the Employee
and the Company and the Employee shall concur in applying for
the same and shall at the Company's expense prepare all such
drawings and specifications models and designs as may be
necessary and give every assistance in his power to procure
the grant of such Registrable Rights to the Company;
12.2.4 the Employee will, at the request and expense of the Company,
do all acts and execute all documents which may be necessary
to give effect to this Clause 12.2 including, without
limitation, entering into any action, claim or proceeding and
should the Employee be unavailable to do so, the Employee
irrevocably appoints the Company to be his attorney in his
name and on his behalf to sign execute or do any such
instrument or thing and generally to use his name for the
purpose of giving to the Company (or its nominee) the full
benefit of the provisions of this Clause 11 and a certificate
in writing signed by any Employee or the secretary of the
Company in favour of any third party stating that any
instrument or act falls within the authority conferred by this
Clause 12.2.4 shall be conclusive evidence that such is the
case; and
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12.2.5 the Employee waives all moral rights arising from any
Inventions or Registrable Rights, so far as the Employee may
lawfully do so, in favour of the Company.
13. TERMINATION OF EMPLOYMENT
13.1 Following the successful completion of the probationary period, the
Employment of the Employee may be terminated by either party giving to
the other party not less than three months' written notice of
termination of employment.
13.2 The Company may terminate the employment of the Employee at any time
without notice or payment in lieu of notice in the event of gross
misconduct by the Employee.
14. RESTRICTIONS
14.1 The Employee covenants that he shall not at any time during his
employment or for the period of 3 months from the date on which his
employment with the Company terminates for whatever reason (hereinafter
referred to as "the Termination Date") without the prior written
consent of the Company either alone or jointly with or as agent,
Employee, manager, consultant, employee or partner of any other person,
firm, company or organisation directly or indirectly :
14.1.1 be engaged or concerned in any business or activity within the
United Kingdom which competes directly with any business
carried on by the Company at the Termination Date with which
business the Employee had been concerned in the performance of
his duties under this Agreement during the 12 months
immediately preceding the Termination Date;
14.1.2 in relation to any business carried on by the Company and in
competition with the Company canvass, solicit or endeavour to
take away from the Company the business or custom of any
person, firm, company or organisation who or which was, at the
Termination Date or at any time during the 12 months
immediately preceding the Termination Date, a customer or
client of the Company and with whom or which the Employee
shall have come into contact in the performance of his duties
under this Agreement during the 12 months immediately
preceding the Termination Date;
14.1.3 in relation to any business carried on by the Company and in
competition with the Company deal with any person, firm,
company or organisation who or which was, at the Termination
Date or at any time during the 12 months immediately preceding
the Termination Date, a customer or client of the Company and
with whom or which the Employee shall have come into contact
in the performance of his duties under this Agreement during
the 12 months immediately preceding the Termination Date;
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14.1.4 solicit or endeavour to entice away from the Company any
person who was on the Termination Date a director or a manager
of the Company.
14.2 The Employee acknowledges and agrees that the restrictions set out in
Clause 14.1 are fair and reasonable in the circumstances and that if
any one or more or any part of such restrictions shall be rendered or
judged invalid or unenforceable such restriction or part shall be
deemed to be severed from this Agreement and such invalidity or
unenforceability shall not in any way affect the validity or
enforceability of the remaining restrictions.
14.3 Following termination of this Agreement the Employee shall not falsely
represent himself or permit himself to be represented as being in any
way connected with or interested in the business of the Company.
15 GRIEVANCE AND DISCIPLINARY PROCEDURES
15.1 The Company deals with grievances in accordance with its grievances
procedure a copy of which is available from the Company Secretary. The
grievance procedure does not form part of the Employee's terms and
conditions of employment.
15.2 A copy of the disciplinary rules and procedure applicable to the
Employee's employment are available from the Company Secretary. The
disciplinary rules and procedures do not form part of the Employee's
terms and conditions of employment.
16. VARIATION OF TERMS
16.1 This Agreement contains particulars of the Employees terms and
conditions of employment at the date of this agreement.
16.2 The Company reserves the right to vary any of the terms of this
agreement upon giving one month's notice of such variation to the
Employee.
17. COLLECTIVE AGREEMENTS
There are no collective agreements in force affecting the Employee's
terms and conditions of employment.
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SIGNED for and on behalf of
Xxxxxxxxxxxx.xxx Limited :
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SIGNED by the Employee :
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