Exhibit 10.1
CONTRACT OF EMPLOYMENT
This Contract of Employment ("Contract") is made as of the 13th day of August
2002 by and between:
EMPLOYER xXxxx.xxx, Inc., a Delaware company whose principal place of business
is at New Xxxxxxxxxx Xxxxx, Xx Xxxxxx Xxxxxx, Xxxxx, XX0 0XX United Kingdom
("the Company")
EMPLOYEE XXXXXXX XXXXXXXX of 00 Xxxxxxxx Xxxxx, Xxxxxxx, Xxx Xxxx 00000 XXX
The Company desires to continue to employ you, and you desire to continue to be
employed by the Company. In consideration of the mutual covenants and promises
contained in this Contract, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties agree as
follows:
1. COMMENCEMENT OF EMPLOYMENT
1.1 Your employment with the Company commenced on May 7, 2002 which is the
date of commencement ("Commencement Date") of your period of
continuous employment.
1.2 You are employed as General Counsel and Secretary of the Company.
2. DUTIES
2.1 You will carry out such duties and comply with such instructions
consistent with your position and status as the Company reasonably
determines from time to time.
2.2 You will report to the Chief Operating Officer of the Company or such
other person as the Company may decide from time to time is
appropriate.
3. PLACE OF WORK
3.1 Your principal place of work will be at the Company's offices in
Teaneck, New Jersey, USA, with such time at the Company's headquarters
in Derby as may be required. The Company may require that you relocate
to Derby; it is a condition of your employment that you comply with
any such requirement.
4. REMUNERATION
4.1 Your basic salary will be $175,000 per annum which is payable twice
monthly in arrears.
4.2 You will be eligible to receive a discretionary bonus that will be
calculated at 40% of salary subject to terms and conditions to be
agreed upon between the parties within three months of the
Commencement Date.
4.3 You will be entitled to receive a motor car allowance of $10,000 per
year payable with salary each month. This allowance is to enable you
to purchase or lease a motor vehicle for business and private use,
such vehicle to be approved by the Company as suitably commensurate
with your status. The allowance will also cover the cost of road fund
license, insurance premiums and running expenses in respect of the
motor car including private fuel, oil, maintenance and repairs.
4.4 In addition, the Company will grant you options to purchase 250,000
shares of common stock of xXxxx.xxx, Inc. under, and in accordance
with, xXxxx.xxx, Inc.'s 2001 Stock Incentive Plan and standard stock
option agreement.
5. EXPENSES
If you incur travelling expenses (other than travel to and from work),
accommodation (including overnights stays in New Jersey when required by
the Company) or other
expenses in the course of carrying out your duties, you will be reimbursed
for these by the Company on production of appropriate vouchers or receipts.
Upon the termination of your employment, upon production of receipts, the
Company will contribute up to a maximum of $5,000 towards the cost of your
repatriation from the United Kingdom to the United States.
6. HOURS OF WORK
Your normal working week will consist of 40 hours (excluding lunch breaks)
from Monday through Friday, with such additional hours (and without
additional remuneration) as may be necessary for the proper performance of
your duties and in order to meet the requirements of the business.
7. HOLIDAYS AND HOLIDAY PAY
7.1 You are entitled, in addition to the usual bank and public holidays,
to 20 working days' paid holiday in each calendar year of employment.
Where you are employed for part of a calendar year only - either on
commencement or termination of your employment - you will be entitled
to paid holiday pro rata to the number of complete calendar months
worked by you in the relevant calendar year. Your manager must approve
the dates of your holiday beforehand. Unused holiday entitlement may
not be carried forward to the next year without the written permission
of your manager.
7.2 On the termination of your employment, where you have taken more or
less than your holiday entitlement as calculated above, an adjustment
based on your normal rate of pay will be made in your final pay. The
adjustment will be either by way of deduction if you have taken more
than your entitlement, or by way of an additional payment where you
have taken less than your entitlement, calculated on a pro rata basis
by reference to the number of days' holiday in respect of which such
adjustment is made.
8. SICKNESS AND SICK PAY
8.1 If you are absent from work due to illness or injury or for any other
reason you must let the Company know by 10.30am on your first day of
absence that you will be unable to attend. You must also keep the
Company advised regularly if you continue to be absent and of your
likely return date. If you are absent due to sickness or injury for
one day or more, immediately you return to work you must obtain and
complete a sickness self-certification and submit it to your manager.
8.2 If you are absent for more than seven consecutive days (including
Saturdays and Sundays) due to illness or injury you must obtain a
doctor's certificate where appropriate at your own expense and give or
send it immediately to your manager. Thereafter any further absence
must continue to be supported by doctor's certificates.
8.3 Failure to comply with the above procedures will result in the loss of
the discretionary element of Company sick pay (referred to below) and
may also disqualify you from receiving Statutory Sick Pay ("SSP"). For
the avoidance of doubt the Company will be entitled to terminate your
employment in accordance with the terms of this Contract (whether with
or without notice as appropriate in the circumstances) during any
period of sickness absence.
8.3.1 Provided that you have complied with the requirements above, the
Company will continue to pay you at your normal rate of pay during any
unavoidable absence through sickness or injury (whether continuous or
intermittent) up to a maximum, in any period of 12 consecutive months,
of four weeks at full pay and thereafter at the discretion of the
Company. Any payment made to you under this provision will include any
entitlement that you may have to receive SSP from the Company. Company
sick pay will be reduced by the amount of any Social Security benefits
recoverable by you (whether or not recovered) in respect of your
illness or injury.
8.4 Your "qualifying days" for SSP purposes are Monday to Friday
(inclusive).
8.5 The Company will be entitled, at its expense, to require you to be
examined by an independent medical practitioner of the Company's
choice at any time (whether or not you are absent by reason of
sickness or injury) and you agree that the doctor carrying out the
examination may disclose to and discuss with the Company the results
of the examination.
9. PENSION AND OTHER BENEFITS
9.1 There is no Company pension scheme and no contracting out certificate
has been obtained in respect of your employment.
9.2 You will be eligible for immediate insurance cover under the Company's
life assurance scheme in both the United States and in the United
Kingdom, (or any other scheme providing an equivalent benefit) subject
to the rules of the scheme from time to time and such evidence of
health as such insurance company may require.
9.3 You will be eligible for immediate medical and dental insurance in
both the United States and in the United Kingdom and permanent health
insurance.
10. CONFIDENTIALITY
You acknowledge that you have reviewed and signed a copy of the Invention
and Non-Disclosure Agreement ("the Non-Disclosure Agreement"). The
Non-Disclosure Agreement, for the avoidance of doubt, forms part of your
Contract.
11. DISCIPLINARY AND GRIEVANCE PROCEDURE
The Company does not operate a formal disciplinary procedure that is
applicable to your employment. If you have any grievance in relation to
your employment you should raise it with your manager in writing. If the
matter is not resolved you may then take it up in writing with the Chief
Executive Officer whose decision will be final.
12. TERMINATION OF EMPLOYMENT
12.1 Subject as follows the Company can terminate your employment at any
time by giving you six (6) calendar month's written notice.
12.2 You may terminate your employment at any time by giving the Company at
least three (3) calendar month's written notice.
12.3 The Company may terminate your employment without giving the notice
referred to in Clause 12.1 by paying you your basic salary and
pro-rated bonus which for the purposes of this Clause will be
calculated at 40% of salary and is not discretionary (less any
applicable deductions) in lieu of the notice period or in lieu of the
remainder of the notice period if, at the Company's request, you have
worked during part of the notice period. In addition, payment in lieu
of notice for purposes of this Clause 12.3 shall mean that any
unvested stock options granted shall be accelerated as though you had
been an employee of the Company during the remainder of the notice
period.
12.4 The Company has the right to terminate your employment without notice
in the case of just cause. "Just Cause" for termination will mean a
vote of the Company's Board of Directors, acting in good faith based
upon the
information then known to the Company after a reasonable investigation
(including, at a minimum, review of your written response to the
information alleged to constitute Just Cause and your opportunity to
address the Board), that determines that you have committed or engaged
in repeated intentional misconduct in connection with your duties
under this Contract, which misconduct is materially and demonstrably
harmful to the Company's business, or materially breached a term of
this Contract, which breach is materially and demonstrably harmful to
the Company's business and which breach remains uncured for thirty
days after written notice of such breach is delivered to you.
13. COMPANY PROPERTY
On request and in any event on termination of your employment for any
reason you are required to return to the Company all company property
including any company car, company credit or charge cards, your security
pass, all keys, computer hard and software including discs and all
documents in whatever form (including notes and minutes of meetings,
customer lists, diaries and address books, computer printouts, plans,
projections) together with all copies which are in your possession or under
your control. The ownership of all such property and documents will at all
time remain vested in the Company.
14. NORMAL RETIREMENT AGE
Your normal retirement age is 65 years and your employment will
automatically terminate when you reach this age.
15. DEDUCTIONS
You hereby authorise the Company to deduct from your pay (including holiday
pay, sick pay, bonus or commission and pay in lieu of notice) any amounts,
which are owed by you to the Company, or any other company in the Group
(including any season ticket or other loans, travel allowance, expenses
float or relocation assistance).
16. RULES, POLICIES, PROCEDURES
You must comply at all times with the Company's rules, policies and
procedures relating to xxxxxxx xxxxxxx, equal opportunities, harassment,
health and safety, compliance, external interests and all other rules and
procedures introduced by the Company from time to time. Copies of all
rules, policies and procedures can be obtained from the Company Secretary.
For the avoidance of doubt such rules, policies and procedures are not
incorporated by reference into this Contract and they can be changed,
replaced or withdrawn at any time at the discretion of the Company. Breach
of any Company rules, policies or procedures may result in disciplinary
action.
17. ENTIRE AGREEMENT
This Contract (and by reference the Invention and Non-Disclosure Agreement)
contains the entire and only agreement between us and supersedes all
previous agreements between you and the Company.
18. MEANING OF WORDS USED
In this Contract "Group" means the Company, any holding company of the
Company for the time being and any subsidiary (as defined in Section 736 of
the Companies Act 1985) for the time being of the Company or its holding
company and "Group Company" means any company in the Group.
19. SUCCESSORS AND ASSIGNS
This Contract shall be binding upon and inure to the benefit of both
parties and their respective successors and assigns, including any
corporation with which, the Company may be merged or which may succeed to
the Company's assets or business, provided, however, that your obligations
are personal and cannot be assigned.
20. WAIVER
Failure by any party to require performance of any provision shall not
affect his or its right at a later time to enforce the same. No waiver or
breach of any term or covenant in this Contract, whether by conduct or
otherwise, in any one or more instances shall be construed as a further or
continuing waiver.
21. GOVERNING LAW AND JURISDICTION
This Contract will be governed by and interpreted in accordance with the
laws of the State of Delaware, USA (without reference to the conflict of
laws provisions thereof).
Signed on behalf of the
Company by /s/ Xxxxxx Xxxxxxxx Date August 13, 2002
I understand and agree to the terms and conditions of my Contract of Employment
as set out above.
Employee's signature /s/ Xxxxxxx Xxxxxxxx Date August 13, 2002
