DATED 31st July 2006
ALLIED HEALTHCARE GROUP LIMITED
- AND -
XXXXX XXXXXXX
----------
EMPLOYMENT AGREEMENT
----------
AGREEMENT dated 31st July 2006
BETWEEN
(1) ALLIED HEALTHCARE GROUP LIMITED whose registered office is at Stone
Business Park, Brooms Road, Stone, Staffordshire ST15 OTL ("the Company")
and
(2) Xxxxx Xxxxxxx of 0 Xxxxxxxx Xxxxxxx, Xxxx Xxxx, Xxxxxx, XX0 47T ("the
Executive").
MEANING OF WORDS USED
1. In this Agreement the following expressions have the following meanings:
"Board" the Board of Directors of the Company from time to
time and any other person or persons authorized by
the Board as its representative for the purposes of
this Agreement;
"Commencement Date" the date of this Agreement;
"Group" the Company and any holding company for the time
being of the Company or any subsidiary for the time
being of the Company or of any such holding company
(as defined in Section 736 of the Companies Xxx 0000
as amended);
"Group Company" any company in the Group.
PREVIOUS AGREEMENTS
2. Save for reference to Company policies and procedures which do not form
part of terms and conditions of employment but will be used for guidance
purposes, this Agreement contains the entire and only agreement and will
govern the relationship between the Company and the Executive from the
Commencement Date in substitution for all previous agreements and
arrangements (whether written, oral or implied) between the Company or any
Group Company and the Executive relating to the Executive's services all of
which will be deemed to have terminated by consent with effect from the
Commencement Date.
2
TITLE AND NOTICE
3.1 The Company will employ the Executive as Chief Financial Officer on the
terms and conditions of this Agreement from the Commencement Date unless
and until this Agreement is terminated by either party giving the other
written notice in accordance with Clause 3.2.
3.2 The first six months of employment will be classed as Probationary Period
and either party shall give the other one month's written notice of their
intention to terminate this Agreement. Thereafter either party shall give
the other six month's written notice of their intention to terminate this
Agreement subject to any overriding notice requirements pursuant to Section
86 Employment Rights Xxx 0000. Any notice of termination given by the
Executive to the Company in excess of the required length shall take effect
as notice of the required length commencing on the date it was given.
3.3 The Company has the discretion to terminate the Executive's employment
immediately by paying salary in lieu of notice (less any tax which the
Company may be required to deduct) in the event of a finding of Gross
Misconduct pursuant to the Company's Disciplinary Procedure.
3.4 The Company has the discretion to terminate the Executive's employment
immediately by paying salary in lieu of the remainder of the notice period
if at the Company's request the Executive has worked during part of any
notice period provided by either the Company or the Employee.
3
3.5 Notwithstanding the provisions of Clause 3.1 the Executive's employment
will terminate automatically on his 65th birthday unless otherwise agreed
by the Company and Executive.
3.6 The Executive's continuous employment with the Company for the purposes of
the Employment Rights Xxx 0000 commenced on 31st July 2006. No employment
with a previous employer counts as part of the Executive's period of
continuous employment.
3.7 In the event of the Executives position being terminated due to acquisition
or take over, Allied Healthcare Group will remunerate the Executive the
equivalent of 12 months salary in lieu of notice.
DUTIES
4.1 The Executive will carry out the duties and functions, exercise the powers
and comply with the instructions assigned or given to him from time to time
by the Board. Except when prevented by illness, accident or holiday, the
Executive will devote all of his working time to the affairs of the Company
and where appropriate the Group and do his best to promote their interests
provided that the Board may at any time for any reason require the
Executive to cease performing and exercising all or any of his duties,
functions or powers.
4.2 The Executive will if and so long as he is so required by the Company carry
out duties for and/or act as officer or employee of any other Group
Company.
PLACE OF WORK
4
5. The Executive will perform his duties principally at the corporate head
office of the Company in Knightsbridge or any other place of business of
the Company or of any Group Company as the Company requires and it is a
condition of the Executive's employment that he complies with any such
requirement, subject to reasonable requirements for daily travel. The
Executive will not be required to go to or reside anywhere outside the
United Kingdom except for occasional visits in the ordinary course of his
duties.
HOURS OF WORK
6. The Company's normal hours of work are 37 1/2 hours per week Monday to
Friday but the Executive will be required to work additional hours without
additional remuneration in order to meet the requirements of the business
and for the proper performance of his duties.
REMUNERATION
7.1 The Company will pay the Executive an annual salary of (pound)190,000 (or
any higher rate notified to him by the Board). Salary will accrue from day
to day and be payable in arrears by equal monthly installments on the 28th
day of each month.
7.2 At the discretion of the Board the Company may from time to time make
additional payments to the Executive in the form of bonuses. Any payments
will be determined in accordance with such formula as may be agreed from
time to time between the Executive and the Company linked to the budgeted
levels of gross profit and/or performance targets or criteria. The bonus is
a discretionary payment and will only be payable subject to the
individual's terms and conditions of the relevant bonus
5
scheme being satisfied. Participation in any bonus scheme for any year does
not confer on the Executive any right to the continuation of any bonus
scheme or to participation in any bonus scheme which may be operated in
following years.
7.3 The Executive may be invited to participate from time to time at the
discretion of the Board in such Share Option Scheme as the Company or any
Group Company may implement during the period of his employment. If the
Executive does participate, his participation will be in accordance with
the rules from time to time of the Share Option Scheme. If the Executive's
employment terminates for any reason and his options, rights or
expectations under the Share Option Scheme lapse or are otherwise lost or
altered pursuant to the rules, the Executive will not be entitled to any
sum or other benefits to compensate him in respect of any loss he may
suffer as a result whether by way of damages for wrongful dismissal or
breach of contract, compensation for unfair dismissal or otherwise as these
Share Option rights do not form part of terms and conditions of employment.
EXPENSES
8. The Executive will be reimbursed for all out of pocket expenses and
business mileage reasonably and properly incurred by him in the performance
of his duties on hotel, traveling, entertainment and other similar items
subject to production of satisfactory evidence of expenditure and in
accordance with the Company's Expenses Policy.
6
CAR ALLOWANCE
9. The Company will provide the Executive with a car allowance commensurate
with his status in accordance with the Company's Car Allowance Policy as
amended from time to time.
PENSION AND OTHER BENEFITS
10.1 The Company will make a payment equal to 15% annual salary towards your own
private pension fund.
10.2 During his employment the Executive will be reimbursed for his private
medical expenses insurance to the value of The Company's current Medical
Insurance Scheme of (pound)2000.00 per annum.
HOLIDAYS
11.1 In addition to normal public holidays the Executive will be entitled to 25
working days' paid holiday in each calendar year, such holiday to be taken
at such time or times as may be approved by the Board.
11.2 Any holiday entitlement which is not taken by the end of the calendar year
to which it relates will be lost and may not be carried forward. This
clause applies irrespective of whether holiday entitlement cannot be taken
within the holiday year due to illness, maternity, suspension or any other
reason.
11.3 The Executive's entitlement to paid holiday in the calendar year in which
his employment terminates will be 2.08 days for each completed calendar
month in that year rounded up to the nearest half day. If the Executive
terminates his employment without the Company's consent before the expiry
of notice given by him pursuant to
7
Clause 3.1 or without giving notice or if the Company terminates the
Executive's employment pursuant to Clause 16, then the Executive will only
be entitled to the balance of Statutory Minimum Annual Leave.
11.4 Where the Executive has taken more or less than his holiday entitlement in
the year his employment terminates, a proportionate adjustment will be made
by way of addition to or deduction from (as appropriate) his final gross
pay calculated at the rate of 1/260th of annual remuneration for each day's
holiday.
OUTSIDE INTERESTS
12. The Executive will not during his employment (except with the Board's
written permission) whether alone or on behalf of or in association with
any other person be directly or indirectly engaged, concerned or interested
in any capacity in any trade, business or occupation other than the
business of the Company or any Group Company provided the Executive will
not be precluded from being interested for investment purposes only as a
beneficial owner of any shares representing up to 5 per cent of the total
issued share capital in any company whose shares are listed or dealt in on
any recognized investment exchange (within the meaning of section 207 of
the Financial Services Act 1986).
8
CONFIDENTIALITY
13. The Executive will not either during his employment or at any time
following termination for any reason and in any manner use or divulge to
any person, company or other organization (except to officials of any Group
Company who are entitled to know) any trade secret or confidential
information or information constituting a trade secret acquired or
discovered by him in the course of his employment with the Company relating
to the private affairs or business of the Company or any Group Company or
their suppliers, customers, management or shareholders. This restriction
does not apply to any information which is or becomes in the public domain
otherwise than through the Executive's unauthorized disclosure.
INCAPACITY
14.1 If the Executive is absent from his duties as a result of illness or injury
he will notify the Company as soon as possible and complete any
self-certification forms required by the Company. If the incapacity
continues for a period of 7 days or more he will produce to the Company
medical certificates for the duration of the absence.
14.2 Subject as follows and provided he complies with the Company's notification
and certification procedures if the Executive is absent from his duties as
a result of illness or injury he will be entitled to receive his full
salary for a maximum period (in total) of 2 weeks during the first twelve
months of his employment and then 4 weeks in any subsequent period of 12
months, followed by Statutory Sick Pay in accordance with appropriate
legislation.
9
14.3 The remuneration paid under Clause 14.2 will include any Statutory Sick Pay
payable and when this is exhausted will be reduced by Social Security
Sickness Benefit or other benefits recoverable by the Executive (whether or
not recovered). For the avoidance of doubt the Executive's right to receive
sick pay from the Company pursuant to Clause 14.2 will not prejudice or
limit in any way the Company's right to terminate the Executive's
employment pursuant to this Agreement.
14.4 Whether or not the Executive is absent by reason of sickness, injury or
other incapacity he will at the request of the Board agree to have a
medical examination by a doctor appointed and paid for by the Company and
subject to the provisions of the Access to Medical Reports Xxx 0000, the
Executive authorizes the Board to have unconditional access to any report
or reports (including copies) produced as a result of any examination from
time to time required by the Board.
PATERNITY RIGHTS
15. The Executive will be entitled to statutory paternity rights in accordance
with legislation in force from time to time.
RESTRICTIVE COVENANTS
16.1 For a period of 6 months from the date on which the Executive's employment
under this Agreement terminates the Executive will not directly or
indirectly whether alone or in conjunction with or on behalf of any other
person and whether as a principal, shareholder, director, employee, agent,
consultant, partner or otherwise
16.1.1 be engaged, concerned or interested in, or provide technical,
commercial or professional advice to, any other business which in
competition with the
10
Company or any Group Company for which the Executive has performed
services or had operational or management responsibilities supplies
products or services which are of the same kind as or of a
materially similar kind to or competitive with any products or
services sold or supplied by the Company or any Group Company during
the period of 12 months immediately before the termination of the
Executive's employment and with which sale or supply the Executive
was directly concerned or connected or of which he had personal
knowledge or in respect of which he had acquired or had access to
confidential information
16.1.2 so as to compete with the Company or any Group Company for which the
Executive has performed services or had operational or management
responsibilities canvass, solicit or approach or deal or contact
with any person, firm, company or organization who or which at any
time during the period of 12 months immediately before the
termination of the Executive's employment is or was a client or
customer of the Company or any such Group Company or negotiating
with the Company or any such Group Company and with whom or which
the Executive was directly concerned or connected or of whom or
which the Executive had personal knowledge for the sale or supply of
products or services which are of the same kind as or of a
materially similar kind to or competitive with any products or
services sold or supplied by the Company or any Group Company during
the period of 12 months immediately before the termination of the
Executive's employment and with which sale or supply the Executive
was directly concerned or connected or of which he had personal
11
knowledge or in respect of which he had acquired or had access to
confidential information.
16.1.3 solicit, induce or entice away from the Company or any Group Company
or, in connection with any business in or proposing to be in
competition with the Company or any Group Company, employ, engage or
appoint or in any way cause to be employed, engaged or appointed any
person who was an employee, agent, director, consultant or
independent contractor employed, appointed or engaged by the Company
or any Group Company at any time within the period of 12 months
immediately before the termination of the Executive's Employment who
by reason of such employment, appointment or engagement and in
particular their seniority and expertise or knowledge of trade
secrets or confidential information of the Company or any Group
Company or knowledge of or influence over the clients, customers or
suppliers of the Company or any Group Company is likely to be able
to assist or benefit a business in or proposing to be in competition
with the Company or any Group Company whether or not such person
would commit any breach of their contract of employment or
engagement by leaving the service of the Company or any Group
Company;
16.2 Whilst the restrictions in this Clause 16 are regarded by the parties as
fair and reasonable it is hereby declared that each of the restrictions is
intended to be separate and severable. If any restriction is held to be
unreasonably wide but would be valid if part of the wording were deleted,
such restriction will apply with so much of the wording deleted as may be
necessary to make it valid.
12
16.3 If the Executive applies for or is offered a new employment, appointment or
engagement the Executive will before entering into any related contract
bring the terms of this Clause 16 to the attention of the third party
proposing to employ, appoint or engage him.
16.4 The provisions of this clause 16 shall not apply if the Executive is
dismissed by the Company by reason of redundancy or where the Company at
its absolute discretion waives its right to rely on the restrictions set
out herein.
TERMINATION
17.1 The Company may terminate the Executive's employment immediately by summary
notice in writing if he:
17.1.1 commits, repeats or continues any serious breach of this Agreement;
or
17.1.2 is guilty of serious misconduct or gross incompetence as defined in
the Company's Disciplinary policy and procedure; or
17.1.3 adversely prejudices or does or fails to do anything which in the
reasonable opinion of the Board is likely to prejudice adversely the
interests or reputation of the Company or any Group Company; or
17.1.4 is convicted of any criminal offence (other than an offence which
does not in the reasonable opinion of the Board affect his
employment); or
17.1.5 becomes bankrupt or enters into or makes any arrangement or
composition with or for the benefit of his creditors generally; or
13
17.1.6 becomes of unsound mind; or
17.1.7 is banned from driving and as a result is unable to perform his
duties under this Agreement.
17.1.8 subject to the provisions of the Disability Discrimination Xxx 0000
and the ACAS Code of Practice on long term illness, becomes
incapacitated by illness, injury or otherwise from performing his
duties for a period exceeding (in total) 26 weeks in any period of
12 months.
17.2 After notice of termination has been given by either party under Clause 3.1
or if the Executive seeks or indicates an intention to resign from his
employment without notice, provided that the Executive continues to be paid
and to enjoy his full contractual benefits until his employment terminates
in accordance with the terms of this Agreement, the Board has absolute
discretion for all or part of the notice period under Clause 3.1 to exclude
the Executive from the premises of the Company and/or require him to carry
out specified duties for the Company other than those referred to in Clause
4 or to carry out no duties and/or to instruct him not to communicate with
suppliers, customers, employees, agents or representatives of the Company
or any Group Company until his employment has terminated.
17.3 On commencement of any period of exclusion pursuant to Clause 17.2 the
Executive will deliver up to the Company in accordance with Clause 19 all
property belonging to the Company or any Group Company. During any such
exclusion period Statutory Minimum Annual Leave entitlement will accrue.
Any untaken annual leave entitlement accrued up to the beginning of the
exclusion period should be taken
14
during that period. The Executive will agree annual leave days in advance
with the Board.
DEDUCTIONS
18. The Executive authorizes the Company to deduct from his remuneration on
termination of employment (including salary, pay in lieu of notice,
commission, bonus, holiday pay and sick pay) all debts owed by him to the
Company or any Group Company.
DOCUMENTS AND COMPANY PROPERTY
19. On termination of his employment for any reason (or earlier if requested)
the Executive will immediately deliver up to the Company originals and
copies of all documents, accounts, computer disks and printouts and all
other property in his possession or control which belong or relate in any
way to the business of the Company or any Group Company.
DISCIPLINARY AND GRIEVANCE PROCEDURES
20. The Company has a disciplinary procedure, which is available from the
Company Secretary. If the Executive has a grievance in relation to his
employment or is dissatisfied with a disciplinary decision against him he
may apply in writing to the Board pursuant to the Company's Grievance
procedure. The Board's decision in relation to the Executive's grievance
shall be final.
15
NOTICES
21. Notices to be given under this Agreement by the Executive to the Company
should be left at its registered office or sent by first class post and
notices given by the Company to the Executive should be handed to him
personally or sent by first class post or sent by facsimile transmission
addressed to his usual or last known place of residence.
LAW AND JURISDICTION
22. This Agreement will be governed by and interpreted in accordance with the
law of England and Wales. The parties submit to the exclusive jurisdiction
of the English Courts in relation to any claim, dispute or matter arising
out of or relating to this Agreement.
THIS AGREEMENT (including the Statutory Statement of Initial Employment
Particulars pursuant to Section 1 Employment Rights Act 1996) has been signed on
behalf of the Company on the date set out at the beginning.
SIGNED by XX XXXXXX )
for and on behalf of )
THE COMPANY ) /s/ X. X. Xxxxx
----------------------------------------
CEO & CHAIRMAN
SIGNED by THE EXECUTIVE ) /s/ Xxxxx Xxxxxxx
----------------------------------------
XXXXX XXXXXXX
Dated
-----------------------------
16
