Exhibit 10.16
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C-QUENTIAL
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CONTRACT OF EMPLOYMENT
This Agreement is made on the 26th day of August 2000 between the company c-
quential (hereinafter termed 'the Company') of the one part and Xx. Xxxxxx
Xxxxxxxx of [ENTER ADDRESS] (hereinafter termed 'the Employee') of the other
part.
Now it is hereby agreed as follows:
1. TERM
The Employee shall be and is hereby appointed Chief Financial Officer
(hereinafter termed 'the Position') of the Company c-quential.
Such employment shall continue for an indefinite period of time unless and
until this Agreement shall be terminated by not less than 2 months notice
in writing given by either party to the other.
2. STARTING DATE
This appointment will be with effect from a date to be mutually agreed.
3. PRIOR SERVICE
No period of service with any previous employer will be regarded as
continuous with your employment hereunder with the Company.
4. DUTIES
The Employee shall, unless prevented by ill health during the continuance
of this Agreement, devote the whole of his time attention and abilities to
the business and affairs of the Company.
In his position, the Employee shall faithfully and diligently serve the
Company and competently and to the best of his ability carry out such
duties of whatsoever nature and exercise such powers as are assigned to or
vested in him by the c-quential CEO for the time being and whether such
duties and powers are in respect of the Company's own undertaking or
business or the undertaking or business of any subsidiary or associated
company of the Company, such subsidiaries or associated companies being
hereinafter termed 'the related companies'.
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In the performance of such duties, the Employee shall be responsible to the
CEO for the time being and shall in all respects conform to and comply with
such directions and regulations as may be made by the CEO and shall use his
best endeavours to promote the interests of the Company.
The Employee's duties and responsibilities will be as detailed in the
attached Job Description, but this Job Description should not be regarded
as exclusive or exhaustive. There will be other occasional duties and
requirements associated with the Employee's appointment and, in addition,
as a term of his employment, the Employee may be required to undertake
various other duties as may be reasonably required of him.
5. COMPENSATION
The base salary will be at the rate of (Pounds) 140 000 per annum paid in
twelve equal instalments.
In addition to this base salary, the Employee will be eligible to an annual
performance bonus of up to a maximum of 50 % of his base salary, on
achievement of qualitative and quantitative objectives to be mutually
agreed between the Employee and the Company.
The Employee's entitlement to pay during sickness is detailed in the
attachment.
6. BONUSES OR GRATUITIES
Any additional bonus or other gratuity in excess of the total annual
compensation paid to the Employee (and related payments required by law)
will be at the sole discretion of the Company and shall not be treated as
agreed compensation; as such the Company will not be under any obligation
to repeat such gratuitous payments in subsequent years.
7. PENSION AND OTHER BENEFITS
Unless the Employee elects otherwise, he will be enrolled into the Pension
Plan that benefits to c-quential employees.
(a) His life is insured by the Company under its non-contributory Life
Assurance Plan immediately upon his joining the Company.
(b) He will, on the first day of the month co-incident with or immediately
following his date of commencement with the Company,
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become a member of the Xxxxxx X. Xxxxxx Ltd. Pension Investment Plan. The
rate of contribution and benefits offered under the Plan are set out in the
explanatory booklet which is enclosed.
(c) He will be enrolled into the Company's non-contributory Disability
Assurance Plan with effect from the first day of the month following his
date of commencement with the Company. Under this Plan, he would receive
benefit in the event of his becoming totally disabled.
8. PRIVATE PATIENTS' PLAN
At the present time, the Company is operating under Private Patients' Plan
a Group scheme to secure certain health care benefits for its employees and
their immediate dependants under PPP Corporate Health Plan C. Membership
of this scheme is optional and the Employee will become eligible to join on
the first day of the month following his date of commencement with the
Company. The Company will bear the full cost of such membership.
Full details of the Plan will be supplied to the Employee on joining the
Company.
9. TRAVEL ACCIDENT INSURANCE
While travelling on Company business, the Employee will be insured at
Company expense under an accident insurance policy with a death benefit,
for the time being, of four times your Standard Compensation, subject to
minimum and maximum benefits of US $200,000 and $1,000,000 respectively.
10. TRAVEL AND EXPENSES
The Company shall provide the Employee with the use of a motor car in
accordance with the Company's executive car policy for the time being in
force or a cash alternative of (Pounds) 10, 000 per annum.
The Company shall reimburse to the Employee all travelling and other
expenses necessarily incurred by him on behalf of the Company in the proper
execution of his duties.
11. SEASON TICKET LOANS
At the present time, the Company offers a discretionary interest-free loan
scheme for the purchase of annual season tickets. The total
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loan available will be equivalent of one month's salary and repayment will
be by eleven equal deductions from salary.
Full details of the scheme will be supplied to the Employee on joining the
Company.
12. HOURS OF WORK
A five-day week is in operation, the basic hours of work being from Monday
to Friday, 08.45 to17.30, with a break of three-quarters of an hour for
lunch.
13. MEDICAL EXAMINATION
During his employment, the Employee will undergo an annual medical
examination at the Company's expense and by such Doctor as the Company
shall nominate and any report of such examination shall be made to the
Company by such Doctor and shall remain the property of the Company.
14. HOLIDAYS
The annual paid holiday will be five weeks (25 working days), raising to
six weeks (30 working days) with effect from January 2001, to be taken with
the prior consent of the CEO or his authorised representative.
Holiday is on a calendar year basis and, for any period of service shorter
than a year, will be calculated pro-rata. Each year a portion of this
leave entitlement is to be taken, at the discretion of the CEO or his
authorised representative, over the Christmas and New Year period. The
normal Bank and public holidays are in addition to the annual leave
allowance.
Outstanding holiday entitlement not to exceed 10 days may be carried
forward from one year to the next with the prior consent of the Managing
Director or his authorised representative.
The holiday year runs from 1st January to 31st December in the same year.
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15. SICK LEAVE
In the event of an absence due to illness or accidental injury, the
Employee will be required to notify the Company on the first working day of
absence. In addition, he should produce or send to the Company a medical
certificate for any period of absence of seven consecutive days or longer
(including weekends). He should keep the Company regularly informed each
week of his medical progress and expected date of return. Further medical
certificates should be submitted regularly throughout the period of absence
and a final certificate may be required on recommencing work. Any payment
due to illness or accidental injury will be entirely at the discretion of
the Managing Director or his authorised representative. These provisions
will not affect his right to receive any Statutory Sick Pay (SSP) for which
the Employee may qualify.
16. DISCHARGE OF DUTIES
This appointment will be on a full-time basis, working exclusively for the
Company. The Employee's duties will be subject to the direction and
control of the Company through the CEO or his authorised representative at
our London office.
The Employee will be based at the LONDON office, although his work may
involve visits to other locations both in the U.K. and overseas.
It is a condition of this employment with the Company that the Employee
will comply with the Company's code on Ethics, Conduct and Conflict of
Interest, a copy of which will be provided upon joining and is available
for prior review from the personnel office.
17. SECRECY
The Employee shall not either during the currency of this Agreement or
thereafter without the consent of the CEO being first obtained divulge to
any person whatsoever or use for the benefit of anyone other than the
Company or its related companies any secrets of the Company or any
confidential research information and design techniques of a confidential
nature or any confidential information concerning the business accounts or
finance of the Company or its related companies or any of its or their
transactions or affairs which may have come to his knowledge during the
course of his service with the Company or with any such related as
aforesaid. And in addition the Employee shall use his best endeavours to
prevent the publication or disclosure of any such secrets research
information design techniques or information as aforesaid.
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All records and documents made by the Employee or in his possession
relating to the matters aforesaid shall be and remain the property of the
Company or of its related companies as the case may be and the Employee
shall hand the same over to the Company at any time on demand and in any
event on the termination of his employment.
18. INVENTIONS
If the Employee shall during the continuance of this Agreement invent or
discover any process or invention relating to the businesses of the Company
or its related companies or become possessed of any such invention or
discovery it shall become the property of the Company and the Employee at
the request and expense of the Company shall do all acts and things
necessary for obtaining a patent or patents for the same if patentable or
otherwise making the same available to the Company.
19. NON-SOLICITATION
(a) Upon the termination of his employment for whatever reason, the Employee
shall not as principle servant or agent:
(i) for a period of one year from the date of such termination, solicit in
competition with the Company or any of its related companies the
custom of any person firm company or organisation who at any time
during the 12 months ending upon the date of such termination shall
have been a customer of the Company or any of its related companies;
(ii) for a period of one year from the date of such termination in
competition with any associated company of the Company, solicit the
custom of any person firm company or organisation who at any time
during the 12 months ending upon the date of such termination shall
have been a customer of such related company and shall have been a
customer with whom the Employee shall have been in contact in respect
of such service in the performance of his duties at any time during
the said period 12 months ending upon the date of such termination.
(b) The Employee hereby agrees that he will not after the termination of his
employment either personally or by his agent directly or indirectly:
(i) at any time represent himself as being in any way connected with or
interested in the business of the Company or the business of any of
its related companies;
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(ii) at any time use or disclose to any person firm company or
organisation any confidential information directly relating to the
affairs of the Company or any of its related companies or of any
customer of the Company or of any such related company which may have
been acquired by him in the course of or incidental to his employment
by the Company or by any of its related companies or of any such
customer as aforesaid;
(iii) for a period of 12 months after the termination of his employment
either on his own account or for any other person, firm, company or
organisation solicit interfere with or endeavour to entice away from
the Company or from any of its related companies any employee of the
Company or any employee of its related companies as aforesaid.
20. OTHER EMPLOYMENT
During the continuance of this Agreement the Employee shall not without the
consent of the CEO directly or indirectly be engaged concerned or
interested in any other business or occupation whatsoever either alone or
jointly with or as a Director, Manager, Agent or Employee of any person
firm company or organisation.
21. TERMINATION
The appointment will be terminable by two months' notice by either party or
such statutory minimum period of notice as is required under the law in
force at the date of termination, whichever is the greater, or as otherwise
mutually agreed.
Full details of the minimum periods of notice in operation at any time may
be obtained on request from the Company Secretary or his authorised
representative.
22. CANCELLATION OF PREVIOUS AGREEMENT
This Agreement is in substitution for and supersedes all previous contracts
of service and arrangements whether written, oral or implied between the
Company and the Employee relating to the service of the Employee or between
the Employee and any related company all which Agreements and arrangements
shall be deemed to have been terminated by mutual consent as from the
Commencement Date.
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23. ARBITRATION
If he has any grievance or complaint concerning his employment with the
Company, the Employee is invited to raise the matter with the Company Human
Resources Director either orally or in writing, whose decision on the
matter shall be final.
24. INTERPRETATION
In this Agreement, the following expressions shall have the meanings
assigned to them herein:
(a) 'Subsidiary': Any company which for the time being is a subsidiary of the
Company as defined by the Companies Act as amended for the time being in
force;
(b) 'Associated Company': Any company which for the time being is a holding
company as such expression is defined by the Companies Act as amended for
the time being in force or any subsidiary of any such holding company.
25. LAW
This Agreement shall be subject to the law of United Kingdom.
26. OTHER ASPECTS OF EMPLOYMENT
All other aspects of the Employee's employment with the Company not herein
covered shall be dealt with in accordance with the Company's policies, or,
failing a policy in the matter in accordance with English common law.
27. MISCELLANEOUS
No provisions of this Agreement may be modified, waived or discharged
unless such waiver, modification or discharge is agreed to in writing
signed by the Employee and the Company.
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28. AGREEMENT
If you are willing to accept the terms of this contract, please sign and
date this document below. Please retain one copy and return the other to
Personnel at the Company's address.
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The Employee The Company
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I acknowledge receipt of a copy of the above, Name :
and hereby agree to the terms and particulars
of my employment as detailed therein.
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Position :
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Date : Date :
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Signature : Signature :
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