REMUNERATION AND EXPENSES. 7.1 The Company shall pay the Employee a salary, as specified at item 4 of Schedule One, payable monthly in arrears on the last working day in each month, subject to variation by the Company as and when business needs dictate. The salary shall be paid by direct transfer to the Employee’s bank, less deductions for PAYE, National Insurance contributions and any other deductions which the Company is required to make. 7.2 Any changes in salary will be notified in writing. Salaries will be reviewed from time to time. A review does not mean that the Employee’s salary will be increased and any increase does not imply that there will be future increases or that the Employee will be entitled to any future increases. 7.3 Employees who commence or cease Employment during a month will be paid at a rate calculated at one two hundred and sixtieth (1/260) of their annual salary for each day worked. 7.4 If the Employee’s position entitles the Employee to receive commission this is set out at item 5 of Schedule One. 7.5 If the Employee’s position entitles the Employee to participate in the car incentive scheme this is set out at item 6 of Schedule One. 7.6 Reasonable business expenses will only be reimbursed when supported by receipts and with prior authorisation, in accordance with the Company’s then policy relating to expenses. 7.7 By signing this Contract the Employee hereby authorises the Company to deduct from the Employee’s remuneration (which for this purpose includes salary, pay in lieu of notice, commission, bonus, holiday pay and sick pay) all debts owed by the Employee to the Company and/or any Group Company, including but without limitation the balance outstanding of any loans (and interest where appropriate) advanced by the Company to the Employee and including deductions in respect of the value of any unreturned Company property, including but not limited to car park pass and office keys, on the termination of employment or when requested by the Company.
Appears in 1 contract
Samples: Contract of Employment
REMUNERATION AND EXPENSES. 7.1 The Company shall pay to the Employee Executive a salary, Salary at the rate per annum which has been approved by the remuneration committee of the Group or at such other rates as specified at item 4 may from time to time be agreed between the Company and the Executive and approved by the relevant and appropriate remuneration committee of Schedule One, the Group from time to time (the “Compensation Committee”).
7.2 The Salary shall be deemed to accrue evenly from day to day and shall be payable monthly in arrears by equal monthly instalments on the last working day of each month into a bank account nominated by the Executive and shall be inclusive of any fees and/or remuneration to which the Executive may be entitled as a director of the Company or any Group Company.
7.3 The Salary may be reviewed annually by the Compensation Committee. There is no obligation to award an increase following a salary review. The Salary may be increased with effect from any such review date provided that such increases will not affect the other terms of this agreement.
7.4 The Executive shall be entitled to participate in each month, a bonus scheme on such terms and subject to variation such conditions as may be decided from time to time by the Company as Compensation Committee and when business needs dictatebe eligible to receive a target bonus of a percentage of the Salary subject to the achievement of certain corporate and personal objectives and the discretion of the Compensation Committee. For the avoidance of doubt the target bonus percentage is not a maximum award. The salary Compensation Committee may award to the Executive such bonus amount as it may determine in its discretion. Objectives will be set in respect of periods of six months (the “Bonus Period”) and any bonus due in respect of any Bonus Period will be paid no later than one month after the determination of any such bonus, which shall take place as soon as reasonably practicable, following the end of such Bonus Period (“Payment Date”). Where notice is given to terminate employment or employment is terminated between the end of a Bonus Period and the Payment Date, the full amount of bonus shall be paid by direct transfer on or before the Payment Date.
7.5 Bonus entitlement shall not accrue during the course of a Bonus Period and (save as set out at clause 7.4 above) the Executive shall be required to be in employment and not under notice on the Employee’s bankdate any bonus is paid in order to receive a bonus payment, less deductions for PAYE, National Insurance contributions and any other deductions which save that:
7.5.1 in the event the Company is required serves notice to make.
7.2 Any changes terminate the Appointment or the Executive serves notice for a Good Reason in salary will be notified in writing. Salaries will be reviewed from time to time. A review does not mean that circumstances other than under clause 15.1 or a Change of Control Termination, the Employee’s salary will be increased and any increase does not imply that there will be future increases or that the Employee will Executive shall be entitled to a pro rata bonus for the period up to the date of termination of the Appointment in respect of the Bonus Period in which such date falls calculated on the basis that up to the termination date the Company and/or the Executive have met but not exceeded any future increases.relevant objectives;
7.3 Employees who commence or cease Employment during a month will be paid at a rate calculated at one two hundred and sixtieth (1/260) of their annual salary for each day worked.
7.4 If the Employee’s position entitles the Employee to receive commission this is set out at item 5 of Schedule One.
7.5 If the Employee’s position entitles the Employee to participate 7.5.2 in the car incentive scheme this event of a Change of Control Termination, the Executive shall be entitled to a bonus payment on termination of an amount calculated as if, at the date of termination of the Appointment, he would have been employed for the whole of the Bonus Period in which such date falls and on the assumption that the Company and/or the Executive would have met, but not exceeded any relevant objectives;
7.5.3 in the event that following either party giving notice to terminate the Appointment, the Executive is set out still employed and not on Garden Leave at item 6 the end of Schedule One(1) the Bonus Period in which such notice is given or received, or (2) any subsequent Bonus Period, the Executive will receive the bonus in respect of such period on the applicable Payment Date and (3) if the Executive is still employed and not on Garden Leave at least three months into any Bonus Period he will receive a pro-rata bonus in respect of such period on the applicable Payment Date;
7.5.4 in the event that, following the Executive giving notice to terminate the Appointment he is placed on Garden Leave, the Executive’s entitlement to a bonus shall be equivalent to what he would have received (if any) had his employment been terminated on the date on which he was placed on Garden Leave and a payment in lieu of notice paid in accordance with either clause 15.6, 15.7 or 15.8 as applicable.
7.6 Reasonable business The Company shall reimburse the Executive promptly for all reasonable and authorised out of pocket expenses will only be reimbursed when supported (including hotel and travelling expenses) incurred by receipts and with prior authorisation, the Executive in accordance with the Company’s then policy Travel and Expenses Policy (in force from time to time) in the discharge of his duties subject to the production of appropriate receipts or such other evidence as the Company may reasonably require as proof of such expenses and in accordance with the Company’s rules and policies relating to expensesexpenses as may be in force from time to time. If the Executive is provided with a credit or charge card by the Company this must only be used for expenses which he incurs in performing the duties of his Appointment.
7.7 By signing this Contract In the Employee hereby authorises event that:
7.7.1 the Executive terminates his employment with the Company or other relevant member of the Group for a Good Reason (as defined in this Agreement); or
7.7.2 the Company or other relevant member of the Group terminates the Executive’s employment; or
7.7.3 the Executive’s employment with the Company or other relevant member of the Group is terminated in circumstances where that termination constitutes a Change of Control Termination, in each case in circumstances other than where the Company or relevant member of the Group is entitled summarily to deduct from terminate the EmployeeExecutive’s remuneration (which for employment under clause 15.1 of this purpose includes salaryAgreement, pay in lieu of noticethe Company agrees to procure that, commission, bonus, holiday pay and sick pay) all debts owed by the Employee to the Company and/or extent the Executive does not fall within the definition of Good Leaver (as defined in the Articles) he shall in any Group Company, including but without limitation event be determined to be a Good Leaver for the balance outstanding of any loans purposes of:
(and interest where appropriatea) advanced by the Company to the Employee and including deductions Articles in respect of any shares in the value Company or any member of any unreturned Company property, including but not limited to car park pass and office keys, on the termination of employment or when requested Group held by the CompanyExecutive at the date of this Agreement or acquired by the Executive at any time after the date of this Agreement, in either case, pursuant to the Instruments; and
(b) any options granted to the Executive in respect of shares in the Company or any member of the Group on or before the date of this Agreement pursuant to the Instruments.
7.8 In the event the Interests are exchanged for shares or options in a new holding company of the Group, the Company agrees to procure that the effect of clause 7.7 shall be replicated in respect of those shares or options.
7.9 The Executive acknowledges that, even where he is determined to be a Good Leaver, he has agreed to receive a price which may be less than would ordinarily be received by Good Leavers by virtue of the provisions of paragraph 2 of Schedule 2 of the Second Instrument or any similar provisions in any instrument replacing the Second Instrument.
Appears in 1 contract
REMUNERATION AND EXPENSES. 7.1 The Company shall pay to the Employee Executive a salary, Salary at the rate per annum which has been approved by the remuneration committee of the Group or at such other rate as specified may from time to time be agreed between the Company and the Executive and approved by the relevant and appropriate remuneration committee of the Group from time to time (the “Compensation Committee”). The Salary shall be converted into and paid in Sterling at item 4 the currency conversion rate of Schedule One, the Company’s bank on the date any payment is due or at such other rate as may from time to time be agreed between the Company and the Executive.
7.2 The Salary shall be deemed to accrue evenly from day to day and shall be payable monthly in arrears by equal monthly instalments on the last working day of each month into a bank account nominated by the Executive and shall be inclusive of any fees and/or remuneration to which the Executive may be entitled as a director of the Company or any Group Company.
7.3 The Salary may be reviewed annually by the relevant and appropriate remuneration committee within the Group from time to time (the “Compensation Committee”). There is no obligation to award an increase following a salary review. The Salary may be increased with effect from any such review date provided that such increases will not affect the other terms of this agreement.
7.4 The Executive shall be entitled to participate in each month, a bonus scheme on such terms and subject to variation such conditions as may be decided from time to time by the Company as Compensation Committee and when business needs dictatebe eligible to receive a target bonus of a percentage of the Salary subject to the achievement of certain corporate and personal objectives and the discretion of the Compensation Committee. For the avoidance of doubt the target bonus percentage is not a maximum award. The salary Compensation Committee may award to the Executive such bonus amount as it may determine in its discretion. Objectives will be set in respect of periods of six months (the “Bonus Period”) and any bonus due in respect of any Bonus Period will be paid no later than one month after the determination of any such bonus, which shall take place as soon as reasonably practicable, following the end of such Bonus Period (“Payment Date”). Where notice is given to terminate employment or employment is terminated between the end of a Bonus Period and the Payment Date, the full amount of bonus shall be paid by direct transfer on or before the Payment Date.
7.5 Bonus entitlement shall not accrue during the course of a Bonus Period and (save as set out at clause 7.4 above) the Executive shall be required to be in employment and not under notice on the Employee’s bankdate any bonus is paid in order to receive a bonus payment, less deductions for PAYE, National Insurance contributions and any other deductions which save that:
7.5.1 in the event the Company is required serves notice to make.
7.2 Any changes terminate the Appointment or the Executive serves notice for a Good Reason in salary will be notified in writing. Salaries will be reviewed from time to time. A review does not mean that circumstances other than under clause 15.1 or a Change of Control Termination, the Employee’s salary will be increased and any increase does not imply that there will be future increases or that the Employee will Executive shall be entitled to a pro rata bonus for the period up to the date of termination of the Appointment in respect of the Bonus Period in which such date falls calculated on the basis that up to the termination date the Company and/or the Executive have met but not exceeded any future increases.relevant objectives;
7.3 Employees who commence or cease Employment during a month will be paid at a rate calculated at one two hundred and sixtieth (1/260) of their annual salary for each day worked.
7.4 If the Employee’s position entitles the Employee to receive commission this is set out at item 5 of Schedule One.
7.5 If the Employee’s position entitles the Employee to participate 7.5.2 in the car incentive scheme this event of a Change of Control Termination, the Executive shall be entitled to a bonus payment on termination of an amount calculated as if, at the date of termination of the Appointment, he would have been employed for the whole of the Bonus Period in which such date falls and on the assumption that the Company and/or the Executive would have met, but not exceeded any relevant objectives;
7.5.3 in the event that following either party giving notice to terminate the Appointment, the Executive is set out still employed and not on Garden Leave at item 6 the end of Schedule One.(1) the Bonus Period in which such notice is given or received, or (2) any subsequent Bonus Period, the Executive will receive the bonus in respect of such period on the applicable Payment Date and (3) if the Executive is still employed and not on Garden Leave at least three months into any Bonus Period he will receive a pro-rata bonus in respect of such period of the applicable Payment Date;
7.5.4 in the event that, following the Executive giving notice to terminate the Appointment he is placed on Garden Leave, the Executive’s entitlement to a bonus shall be equivalent to what he would have received (if any) had his employment been terminated on the date on which he was placed on Garden Leave and a payment in lieu of notice paid in accordance with either clause 15.6, 15.7.3 or 15.8.3 as applicable;
7.6 Reasonable business The Company shall reimburse the Executive promptly for all reasonable and authorised out of pocket expenses will only be reimbursed when supported (including hotel and travelling expenses) incurred by receipts and with prior authorisation, the Executive in accordance with the Company’s then policy Travel and Expenses Policy (in force from time to time) in the discharge of his duties subject to the production of appropriate receipts or such other evidence as the Company may reasonably require as proof of such expenses and in accordance with the Company’s rules and policies relating to expensesexpenses as may be in force from time to time. If the Executive is provided with a credit or charge card by the Company this must only be used for expenses which he incurs in performing the duties of his Appointment.
7.7 By signing this Contract In the Employee hereby authorises event that:
7.7.1 the Executive terminates his employment with the Company to deduct from or other relevant member of the Employee’s remuneration Group for a Good Reason (which for as defined in this purpose includes salary, pay Agreement) in lieu of notice, commission, bonus, holiday pay and sick pay) all debts owed by the Employee to circumstances other than where the Company and/or any or relevant member of the Group Company, including but without limitation is entitled summarily to terminate the balance outstanding Executive’s employment under clause 15.1 of any loans (and interest where appropriate) advanced by this Agreement; or
7.7.2 the Company or other relevant member of the Group terminates the Executive’s employment in circumstances other than where the Company or relevant member of the Group is entitled summarily to terminate the Employee and including deductions Executive’s employment under clause 15.1 of this Agreement; or
7.7.3 the Executive’s employment with the Company or other relevant member of the Group is terminated in circumstances where that termination constitutes a Change of Control Termination in circumstances other than where the Company or relevant member of the Group is entitled summarily to terminate the Executive’s employment under clause 15.1 of this Agreement; or
7.7.4 the Executive’s employment with the Company or other relevant member of the Group terminates on or after 7 March 2015 for whatever reason, in respect of the value First Instrument only; the Company will procure that, to the extent the Executive does not fall within the definition of Good Leaver (as defined in the Articles) he shall in any event be determined to be a Good Leaver for the purposes of:
(a) the Articles in respect of any unreturned shares in the Company property, including but not limited to car park pass and office keys, on or any member of the termination of employment or when requested Group held by the CompanyExecutive at the date of this Agreement or acquired by the Executive at any time at any time after the date of this Agreement, in either case, pursuant to the Instruments; and
(b) any options granted to the Executive in respect of shares in the Company or any member of the Group on or before the date of this Agreement pursuant to the Instruments. ((a) and (b) together the “ Interests”)
7.8 In the event the Interests are exchanged for shares or options in a new holding company of the Group, the Company procures that the effect of clause 7.7 shall be replicated in respect of those shares or options.
7.9 The Executive acknowledges that, even where he is determined to be a Good Leaver, he has agreed to receive a price which may be less than would ordinarily be received by Good Leavers by virtue of the provisions of paragraph 2 of Schedule 2 of the Second Instrument or any similar provisions in any instrument replacing the Second Instrument.
7.10 Clauses 7.7 and 7.8 are not intended to and do not apply to the individual Option and Subscription Agreement dated 31 January 2014 (granting the Executive an option to acquire up to 2,968,872 D1 ordinary shares of €0.000149 each in the capital of Midasplayer International Holding Company PLC) or any shares which are the subject of that agreement or which are “Linked Shares” (as such term is defined therein) for the purposes of that agreement.
Appears in 1 contract
REMUNERATION AND EXPENSES. 7.1 The Company shall pay to the Employee Executive a salary, Salary at the rate per annum which has been approved by the remuneration committee of the Group or at such other rate as specified may from time to time be agreed between the Company and the Executive and approved by the relevant and appropriate remuneration committee of the Group from time to time (the “Compensation Committee”). . The Salary shall be converted into SEK at item 4 the currency conversion rate of Schedule One, the Company’s bank on the date any payment is due or at such other rate as may from time to time be agreed between the Company and the Executive.
7.2 The Salary shall be deemed to accrue evenly from day to day and shall be payable monthly in arrears by equal monthly instalments on or around the last working day 25th of each month into a bank account nominated by the Executive and shall be inclusive of any fees and/or remuneration to which the Executive may be entitled as a director of the Company or any Group Company.
7.3 The Salary may be reviewed annually by the relevant and appropriate remuneration committee within the Group from time to time (the “Compensation Committee”). There is no obligation to award an increase following a salary review. The Salary may be increased with effect from any such review date provided that such increases will not affect the other terms of this agreement.
7.4 The Executive shall be entitled to participate in each month, a bonus scheme on such terms and subject to variation such conditions as may be decided from time to time by the Company as Compensation Committee and when business needs dictatebe eligible to receive a target bonus of a percentage of the Salary subject to the achievement of certain corporate and personal objectives and the discretion of the Compensation Committee. For the avoidance of doubt the target bonus percentage is not a maximum award. The salary Compensation Committee may award to the Executive such bonus amount as it may determine in its discretion. Objectives will be set in respect of periods of six months (the “Bonus Period”) and any bonus due in respect of any Bonus Period will be paid no later than one month after the determination of any such bonus, which shall take place as soon as reasonably practicable, following the end of such Bonus Period (“Payment Date”). Where notice is given to terminate employment or employment is terminated between the end of a Bonus Period and the Payment Date, the full amount of bonus shall be paid by direct transfer on or before the Payment Date.
7.5 Bonus entitlement shall not accrue during the course of a Bonus Period and (save as set out at clause 7.4 above) the Executive shall be required to be in employment and not under notice on the Employee’s bankdate any bonus is paid in order to receive a bonus payment, less deductions for PAYE, National Insurance contributions and any other deductions which save that:
7.5.1 in the event the Company is required serves notice to make.
7.2 Any changes terminate the Appointment or the Executive serves notice for a Good Reason in salary will be notified in writing. Salaries will be reviewed from time to time. A review does not mean that circumstances other than under clause 15.1 or a Change of Control Termination, the Employee’s salary will be increased and any increase does not imply that there will be future increases or that the Employee will Executive shall be entitled to a pro rata bonus for the period up to the date of termination of the Appointment in respect of the Bonus Period in which such date falls calculated on the basis that up to the termination date the Company and/or the Executive have met but not exceeded any future increases.relevant objectives;
7.3 Employees who commence or cease Employment during a month will be paid at a rate calculated at one two hundred and sixtieth (1/260) of their annual salary for each day worked.
7.4 If the Employee’s position entitles the Employee to receive commission this is set out at item 5 of Schedule One.
7.5 If the Employee’s position entitles the Employee to participate 7.5.2 in the car incentive scheme this event of a Change of Control Termination, the Executive shall be entitled to a bonus payment on termination of an amount calculated as if, at the date of termination of the Appointment, he would have been employed for the whole of the Bonus Period in which such date falls and on the assumption that the Company and/or the Executive would have met, but not exceeded any relevant objectives;
7.5.3 in the event that following either party giving notice to terminate the Appointment, the Executive is set out still employed and not on Garden Leave at item 6 the end of Schedule One(1) the Bonus Period in which such notice is given or received, or (2) any subsequent Bonus Period, the Executive will receive the bonus in respect of such period on the applicable Payment Date and (3) if the Executive is still employed and not on Garden Leave at least three months into any Bonus Period he will receive a pro-rata bonus in respect of such period on the applicable Payment Date;
7.5.4 in the event that, following the Executive giving notice to terminate the Appointment he is placed on Garden Leave, the Executive’s entitlement to a bonus shall be equivalent to what he would have received (if any) had employment been terminated on the date on which he was placed on Garden Leave and a Severance Payment paid in accordance with either clause 15.6, 15.7.3 or 15.8.3 as applicable.
7.6 Reasonable business The Company will withhold income tax and make social security contributions in compliance with Swedish taxation laws. To clarify, income tax is deducted off Salary and bonus whilst social security contributions are paid on top of Salary and bonus.
7.7 The Company shall reimburse the Executive promptly for all reasonable and authorised out of pocket expenses will only be reimbursed when supported (including hotel and travelling expenses) incurred by receipts and with prior authorisation, the Executive in accordance with the Company’s then policy Travel and Expenses Policy (in force from time to time) in the discharge of his duties subject to the production of appropriate receipts or such other evidence as the Company may reasonably require as proof of such expenses and in accordance with the Company’s rules and policies relating to expenses.
7.7 By signing this Contract expenses as may be in force from time to time. If the Employee hereby authorises the Company to deduct from the Employee’s remuneration (which for this purpose includes salary, pay in lieu of notice, commission, bonus, holiday pay and sick pay) all debts owed by the Employee to the Company and/or any Group Company, including but without limitation the balance outstanding of any loans (and interest where appropriate) advanced Executive is provided with a credit or charge card by the Company this must only be used for expenses which he incurs in performing the duties of his Appointment.
7.8 In the event that:
7.8.1 the Executive terminates his employment with the Company or other relevant member of the Group for a Good Reason (as defined in this Agreement); or
7.8.2 the Company or other relevant member of the Group terminates the Executive’s employment; or
7.8.3 the Executive’s employment with the Company or other relevant member of the Group is terminated in circumstances where that termination constitutes a Change of Control Termination, in each case in circumstances other than where the Company or relevant member of the Group is entitled summarily to terminate the Executive’s employment under clause 15.1 of this Agreement, the Company agrees to procure that, to the Employee and including deductions extent the Executive does not fall within the definition of Good Leaver (as defined in the Articles) he shall in any event be determined to be a Good Leaver for the purposes of:
(a) the Articles in respect of any shares in the value Company or any member of any unreturned Company property, including but not limited to car park pass and office keys, on the termination of employment or when requested Group held by the CompanyExecutive at the date of this Agreement or acquired by the Executive at any time after the date of this Agreement, in either case, pursuant to the Instruments; and
(b) any options granted to the Executive in respect of shares in the Company or any member of the Group on or before the date of this Agreement pursuant to the Instruments. ((a) and (b) together the “Interests”)
7.9 In the event the Interests are exchanged for shares or options in a new holding company of the Group, the Company agrees to procure that the effect of clause 7.8 shall be replicated in respect of those shares or options.
Appears in 1 contract
REMUNERATION AND EXPENSES. 7.1 The Company shall pay to the Employee Executive a salary, Salary at the rate per annum which has been approved by the remuneration committee of the Group or at such other rate as specified at item 4 may from time to time be agreed between the Company and the Executive and approved by the relevant and appropriate remuneration committee of Schedule One, the Group from time to time (the “Compensation Committee”).
7.2 The Salary shall be deemed to accrue evenly from day to day and shall be payable monthly in arrears by equal monthly instalments on the last working day of each month into a bank account nominated by the Executive and shall be inclusive of any fees and/or remuneration to which the Executive may be entitled as a director of the Company or any Group Company.
7.3 The Salary may be reviewed annually by the Compensation Committee. There is no obligation to award an increase following a salary review. The Salary may be increased with effect from any such review date provided that such increases will not affect the other terms of this agreement.
7.4 The Executive shall be entitled to participate in each month, a bonus scheme on such terms and subject to variation such conditions as may be decided from time to time by the Company Compensation Committee and be eligible to receive a target bonus of a percentage of the Salary as approved by the Compensation Committee subject to the achievement of certain corporate and when business needs dictatepersonal objectives and the discretion of the Compensation Committee. For the avoidance of doubt the target bonus percentage is not a maximum award. The salary Compensation Committee may award to the Executive such bonus amount as it may determine in its discretion. Objectives will be set in respect of periods of six months (the “Bonus Period”) and any bonus due in respect of any Bonus Period will be paid no later than one month after the determination of any such bonus, which shall take place as soon as reasonably practicable, following the end of such Bonus Period (“Payment Date”). Where notice is given to terminate employment or employment is terminated between the end of a Bonus Period and the Payment Date, the full amount of bonus shall be paid by direct transfer on or before the Payment Date.
7.5 Bonus entitlement shall not accrue during the course of a Bonus Period and (save as set out at clause 7.4 above) the Executive shall be required to be in employment and not under notice on the Employee’s bankdate any bonus is paid in order to receive a bonus payment, less deductions for PAYE, National Insurance contributions and any other deductions which save that:
7.5.1 in the event the Company is required serves notice to make.
7.2 Any changes terminate the Appointment or the Executive serves notice for a Good Reason in salary will be notified in writing. Salaries will be reviewed from time to time. A review does not mean that circumstances other than under clause 15.1 or a Change of Control Termination, the Employee’s salary will be increased and any increase does not imply that there will be future increases or that the Employee will Executive shall be entitled to a pro rata bonus for the period up to the date of termination of the Appointment in respect of the Bonus Period in which such date falls calculated on the basis that up to the termination date the Company and/or the Executive have met but not exceeded any future increases.relevant objectives;
7.3 Employees who commence or cease Employment during a month will be paid at a rate calculated at one two hundred and sixtieth (1/260) of their annual salary for each day worked.
7.4 If the Employee’s position entitles the Employee to receive commission this is set out at item 5 of Schedule One.
7.5 If the Employee’s position entitles the Employee to participate 7.5.2 in the car incentive scheme this event of a Change of Control Termination, the Executive shall be entitled to a bonus payment on termination of an amount calculated as if, at the date of termination of the Appointment, she would have been employed for the whole of the Bonus Period in which such date falls and on the assumption that the Company and/or the Executive would have met, but not exceeded any relevant objectives;
7.5.3 in the event that following either party giving notice to terminate the Appointment, the Executive is set out still employed and not on Garden Leave at item 6 the end of Schedule One(1) the Bonus Period in which such notice is given or received, or (2) any subsequent Bonus Period, the Executive will receive the bonus in respect of such period on the applicable Payment Date and (3) if the Executive is still employed and not on Garden Leave at least three months into any Bonus Period she will receive a pro-rata bonus in respect of such period of the applicable Payment Date;
7.5.4 in the event that, following the Executive giving notice to terminate the Appointment she is placed on Garden Leave, the Executive’s entitlement to a bonus shall be equivalent to what she would have received (if any) had her employment been terminated on the date on which she was placed on Garden Leave and a payment in lieu of notice paid in accordance with either clause 15.6, 15.7 or 15.8 as applicable.
7.6 Reasonable business The Company shall reimburse the Executive promptly for all reasonable and authorised out of pocket expenses will only be reimbursed when supported (including hotel and travelling expenses) incurred by receipts and with prior authorisation, the Executive in accordance with the Company’s then policy Travel and Expenses Policy (in force from time to time) in the discharge of her duties subject to the production of appropriate receipts or such other evidence as the Company may reasonably require as proof of such expenses and in accordance with the Company’s rules and policies relating to expensesexpenses as may be in force from time to time. If the Executive is provided with a credit or charge card by the Company this must only be used for expenses which she incurs in performing the duties of her Appointment.
7.7 By signing this Contract In the Employee hereby authorises event that:
7.7.1 the Executive terminates her employment with the Company or other relevant member of the Group for a Good Reason (as defined in this Agreement) before 30 September 2015; or
7.7.2 the Executive terminates her employment with the Company or other relevant member of the Group, whether or not for Good Reason (as defined in this Agreement) on or after 30 September 2015; or
7.7.3 the Company or other relevant member of the Group terminates the Executive’s employment; or
7.7.4 the Executive’s employment with the Company or other relevant member of the Group is terminated in circumstances where that termination constitutes a Change of Control Termination, in each case in circumstances other than where the Company or relevant member of the Group is entitled summarily to deduct from terminate the EmployeeExecutive’s remuneration (which for employment under clause 15.1 of this purpose includes salaryAgreement, pay in lieu of noticethe Company agrees to procure that, commission, bonus, holiday pay and sick pay) all debts owed by the Employee to the Company and/or extent the Executive does not fall within the definition of Good Leaver (as defined in the Articles) she shall in any Group Company, including but without limitation event be determined to be a Good Leaver for the balance outstanding of any loans purposes of:
(and interest where appropriatea) advanced by the Company to the Employee and including deductions Articles in respect of any shares in the value Company or any member of any unreturned Company property, including but not limited to car park pass and office keys, on the termination of employment or when requested Group held by the CompanyExecutive at the date of this Agreement or acquired by the Executive at any time after the date of this Agreement, in either case, pursuant to the Instrument; and
(b) any options granted to the Executive in respect of shares in the Company or any member of the Group on or before the date of this Agreement pursuant to the Instrument. ((a) and (b) together the “Interests”)
7.8 In the event the Interests are exchanged for shares or options in a new holding company of the Group, the Company agrees to procure that the effect of clause 7.7 shall be replicated in respect of those shares or options.
7.9 Instrument means the Executive’s Option Agreement relating to D1 ordinary shares of EUR 0.000149 in Midasplayer International Holding Company PLC dated 17 December 2013.
Appears in 1 contract
REMUNERATION AND EXPENSES. 7.1 The Company shall pay to the Employee Executive a salary, Salary at the rate per annum which has been approved by the remuneration committee of the Group or at such other rate as specified may from time to time be agreed between the Company and the Executive and approved by the relevant and appropriate remuneration committee of the Group from time to time (the “Compensation Committee”). The Salary shall be converted into and paid in Sterling at item 4 the currency conversion rate of Schedule One, the Company’s bank on the date any payment is due or at such other rate as may from time to time be agreed between the Company and the Executive.
7.2 The Salary shall be deemed to accrue evenly from day to day and shall be payable monthly in arrears by equal monthly instalments on the last working day of each month into a bank account nominated by the Executive and shall be inclusive of any fees and/or remuneration to which the Executive may be entitled as a director of the Company or any Group Company.
7.3 The Salary may be reviewed annually by the relevant and appropriate remuneration committee within the Group from time to time (the “Compensation Committee”). There is no obligation to award an increase following a salary review. The Salary may be increased with effect from any such review date provided that such increases will not affect the other terms of this agreement.
7.4 The Executive shall be entitled to participate in each month, a bonus scheme on such terms and subject to variation such conditions as may be decided from time to time by the Company as Compensation Committee and when business needs dictatebe eligible to receive a target bonus of a percentage of the Salary subject to the achievement of certain corporate and personal objectives and the discretion of the Compensation Committee. For the avoidance of doubt the target bonus percentage is not a maximum award. The salary Compensation Committee may award to the Executive such bonus amount as it may determine in its discretion. Objectives will be set in respect of periods of six months (the “Bonus Period”) and any bonus due in respect of any Bonus Period will be paid no later than one month after the determination of any such bonus, which shall take place as soon as reasonably practicable, following the end of such Bonus Period (“Payment Date”). Where notice is given to terminate employment or employment is terminated between the end of a Bonus Period and the Payment Date, the full amount of bonus shall be paid by direct transfer on or before the Payment Date.
7.5 Bonus entitlement shall not accrue during the course of a Bonus Period and (save as set out at clause 7.4 above) the Executive shall be required to be in employment and not under notice on the Employee’s bankdate any bonus is paid in order to receive a bonus payment, less deductions for PAYE, National Insurance contributions and any other deductions which save that:
7.5.1 in the event the Company is required serves notice to make.
7.2 Any changes terminate the Appointment or the Executive serves notice for a Good Reason in salary will be notified in writing. Salaries will be reviewed from time to time. A review does not mean that circumstances other than under clause 15.1 or a Change of Control Termination, the Employee’s salary will be increased and any increase does not imply that there will be future increases or that the Employee will Executive shall be entitled to a pro rata bonus for the period up to the date of termination of the Appointment in respect of the Bonus Period in which such date falls calculated on the basis that up to the termination date the Company and/or the Executive have met but not exceeded any future increases.relevant objectives;
7.3 Employees who commence or cease Employment during a month will be paid at a rate calculated at one two hundred and sixtieth (1/260) of their annual salary for each day worked.
7.4 If the Employee’s position entitles the Employee to receive commission this is set out at item 5 of Schedule One.
7.5 If the Employee’s position entitles the Employee to participate 7.5.2 in the car incentive scheme this event of a Change of Control Termination, the Executive shall be entitled to a bonus payment on termination of an amount calculated as if, at the date of termination of the Appointment, he would have been employed for the whole of the Bonus Period in which such date falls and on the assumption that the Company and/or the Executive would have met, but not exceeded any relevant objectives;
7.5.3 in the event that following either party giving notice to terminate the Appointment, the Executive is set out still employed and not on Garden Leave at item 6 the end of Schedule One(1) the Bonus Period in which such notice is given or received, or (2) any subsequent Bonus Period, the Executive will receive the bonus in respect of such period on the applicable Payment Date and (3) if the Executive is still employed and not on Garden Leave at least three months into any Bonus Period he will receive a pro-rata bonus in respect of such period on the applicable Payment Date;
7.5.4 in the event that, following the Executive giving notice to terminate the Appointment he is placed on Garden Leave, the Executive’s entitlement to a bonus shall be equivalent to what he would have received (if any) had his employment been terminated on the date on which he was placed on Garden Leave and a payment in lieu of notice paid in accordance with either clause 15.6, 15.7.3 or 15.8.3 as applicable.
7.6 Reasonable business The Company shall reimburse the Executive promptly for all reasonable and authorised out of pocket expenses will only be reimbursed when supported (including hotel and travelling expenses) incurred by receipts and with prior authorisation, the Executive in accordance with the Company’s then policy Travel and Expenses Policy (in force from time to time) in the discharge of his duties subject to the production of appropriate receipts or such other evidence as the Company may reasonably require as proof of such expenses and in accordance with the Company’s rules and policies relating to expensesexpenses as may be in force from time to time. If the Executive is provided with a credit or charge card by the Company this must only be used for expenses which he incurs in performing the duties of his Appointment.
7.7 By signing this Contract In the Employee hereby authorises event that:
7.7.1 the Executive terminates his employment with the Company or other relevant member of the Group for a Good Reason (as defined in this Agreement); or
7.7.2 the Company or other relevant member of the Group terminates the Executive’s employment; or
7.7.3 the Executive’s employment with the Company or other relevant member of the Group is terminated in circumstances where that termination constitutes a Change of Control Termination, in each case in circumstances other than where the Company or relevant member of the Group is entitled summarily to deduct from terminate the EmployeeExecutive’s remuneration (which for employment under clause 15.1 of this purpose includes salaryAgreement, pay in lieu of noticethe Company agrees to procure that, commission, bonus, holiday pay and sick pay) all debts owed by the Employee to the Company and/or extent the Executive does not fall within the definition of Good Leaver (as defined in the Articles) he shall in any Group Company, including but without limitation event be determined to be a Good Leaver for the balance outstanding of any loans purposes of:
(and interest where appropriatea) advanced by the Company to the Employee and including deductions Articles in respect of any shares in the value Company or any member of any unreturned Company property, including but not limited to car park pass and office keys, on the termination of employment or when requested Group held by the CompanyExecutive at the date of this Agreement or acquired by the Executive at any time after the date of this Agreement, in either case, pursuant to the Instruments; and
(b) any options granted to the Executive in respect of shares in the Company or any member of the Group on or before the date of this Agreement pursuant to the Instruments. ((a) and (b) together the “Interests”)
7.8 In the event the Interests are exchanged for shares or options in a new holding company of the Group, the Company agrees to procure that the effect of clause 7.7 shall be replicated in respect of those shares or options.
7.9 The Executive acknowledges that, even where he is determined to be a Good Leaver, he has agreed to receive a price which may be less than would ordinarily be received by Good Leavers by virtue of the provisions of paragraph 2 of Schedule 2 of the Second Instrument or any similar provisions in any instrument replacing the Second Instrument.
Appears in 1 contract