DATED 1ST JUNE 2005
INTERNET TELECOMMUNICATIONS PLC (L)
XXXXXXX XXXXXXXX (2)
CONTRACT OF EMPLOYMENT
CONTRACT OF EMPLOYMENT
XXXXXXX XXXXXXXX
THIS AGREEMENT is made the 1st day of June 2004
BETWEEN
(1) INTERNET TELECOMMUNICATIONS PLC whose registered office is at 00
Xxxxxxxxxxx Xxxxx, Xxxxxx, XX0X 0XX ("the company")
(2) XXXXXXX XXXXXXXX of 00x Xxxxxxxx Xxxxxxx, Xxxxxxxxx, Xxxxx. XX0
0XX ("the Chief Executive Officer")
NOW IT IS HEREBY AGREED as follows:-
1 DEFINITIONS
1.1 In this Agreement the words and expressions listed in schedule 3
shall unless the context otherwise requires have the meanings
attributed to them in that Schedule
1.2 References to any enactment shall be construed as references to
such enactment as from time to time amended or re-enacted and to
any regulation or order made under such enactment
1.3 Words denoting the singular shall include the plural and vice versa and
words denoting any gender shall include all genders
2 THE APPOINTMENT
2.1 The Company will employ the Director and the Director WILL serve the
Company as a director
2.2 The employment (subject to termination as provided below) shall be
for a fixed period of 5 years from 01/01/04 and automatically
renewed on the 6th year but may be terminated by either party
giving to the other twelve months notice in writing to expire at
any time before expiry date of fixed term
2.3 The Director (subject always to the directions of the Board) shall
carry out such duties and exercise such powers in relation to the
Company as may from time to time be assigned to or vested in him
by the Board and such duties may relate to the business of the
Company or any associated company and which may be required to be
performed anywhere in the United Kingdom or abroad
2.4 During the Appointment the Director shall (without prejudice to the
generality of Clause 2.3) in the course of his duties:-
2.4.1 well and faithfully serve the Company and use his utmost endeavors
to promote its interest but so far as reasonably possible not in
any way which may conflict with the interest of any member of the
Group whose interests the Director shall use his best endeavors to
promote
3 REMUNERATION EXPENSES AND BENEFITS
3.1 During the Appointment and subject as provided below the Company
shall pay the Director a salary at the rate of (pound)80,000 per
annum which shall accrue from day to day and be payable by equal
installments in arrears at the end of every calendar month (or
equal in shares if monies are owed of such other date as the
Company may determine) and which shall be inclusive of any fees
receivable by the Director of the Company
3.2 The Salary shall be reviewed on each Review Date The Company may
in its entire discretion grant to the Director such increase in
the Salary as it may determine is appropriate having regard to
increases in the cost of living the performance of the Director
and the profitability of the Company
3.3 During the appointment the Company shall pay to the Director the Profit
Share on the terms and subject to the conditions of Schedule 2
3.4 The Director shall be reimbursed all reasonable expenses properly
incurred by him in the discharge of his duties hereunder upon
production of satisfactory documentary evidence
3.5 The Company may at their discretion provide the Director with a
car whose total price including car tax and VAT shall not exceed
(pound)20,000 for the use of the Director in the performance of
his duties to be replaced with a car of comparable type every 3
years during the subsistence of the Appointment and shall pay for
reasonable running expenses thereof including car tax insurance
maintenance repairs unless agreed otherwise The Director shall:-
3.5.1 comply with any reasonable directions from time to time given by
the Company with regard to motor vehicles provided by the Company
for the use of its staff;
3.5.2 return the car to the Company at its place of business immediately upon
the termination of the Appointment
3.6 The Company will procure membership of insurance for the Director
and make contributions for him in travels and accommodation
subject to the Director being so accepted at standard rates of
premium and if not so accepted the Director shall be responsible
for any increased premium over standard rates
3.7 Any benefits provided by the Company to the Director or his family
which are not expressly referred to in this Agreement shall be
regarded as ex-gratia and at the entire discretion of the Company
and shall form part of the Director's contract of Employment
4 TERMINATION OF THE APPOINTMENT
4.1 The Appointment may be terminated by the Company by summery Notice in
writing:-
4.1.1 if the director shall at any time become or be unable properly to
perform his duties under this Agreement by reason of ill health or
accident either for a period or periods aggregating at least 90
workings days in any period of twelve consecutive calendar months
or for 60 consecutive working days PROVIDED that the company shall
not be entitled to give such notice to the Director after the
expiration of three calendar months from the end of any such
period or periods;
4.1.2 if the Director shall have committed any gross misconduct or
repeated or continued (after warning) any material breach of his
obligations under this Agreement or shall have been guilty of
conduct tending to bring himself or the company into disrepute or
shall have suffered a bankruptcy order to be made in respect of
himself or compounded with his creditors generally; or
4.1.3 if for any reason the director shall otherwise than at the request of
the board resign as a director of the Company
4.2 The termination by the company of this Agreement shall not
prejudice any claim which the company may have for damages arising
from any breach of this Agreement by the Director which gives rise
to such termination
4.3 If the Director Shall at any time be prevented by illness or
accident from performing his for a period of 30 consecutive days
the Company may appoint a temporary replacement to undertake all
or some of the Directors duties during any further period in which
the Director is prevented by illness or accident from performing
his duties
4.4 The Director shall notwithstanding illness or other incapacity
remain entitled to receive the salary in full for one month
following the commencement of such illness or incapacity subject
only to the amount receivable by him being reduced by an amount or
amounts equal to the maximum benefit to which a person fully
stamped would be entitled to claim a statutory sick pay or
sickness benefit (whether or not such benefit is paid) under the
appropriate legislation
4.5 If before the expiration or determination of this agreement the
Appointment shall be terminated by reason of the liquidation of
the Company for the purpose of reconstruction or amalgamation and
the Director shall be offered employment with any concern or
undertaking resulting from such reconstruction or amalgamation on
terms which are substantially the same as the terms of this
Agreement then he shall have no claim against the Company in
respect of the termination of the Appointment
4.6 Upon the termination of the Appointment for whatsoever reason the
Director shall upon request of the Company resign without claim
for the compensation from office as a Director of the Company and
from all offices held by him in the Company and in the event of
his failure to do so within seven days of such request the Board
is hereby irrevocably authorized to appoint some person in his
name and on his behalf to execute any documents and to do all
things requisite to give effect thereto
4.7 Pursuant to section 142 of the Employment Protection
(consolidation) Xxx 0000 in the event that the employment governed
by this contract comes to an end by virtue of the expiry of the
fixed terms and clause 2.2 it is hereby agreed that the Director
waives any right to claim redundancy or unfair dismissal arising
out of expiry of this Agreement
4.8 Subject to the clauses in section 4 the Company may terminate the
Directors Service Agreement immediately if they feel there is a
breach of Contract and therefore no payment or liabilities from
the Director may be Claimed against the company.
5 CONFIDENTIALITY AND RESTRICTIONS
5.1 Director agrees that he shall not either during or after the
termination of the Appointment (otherwise than in the performance
of his duties hereunder) Without the prior written consent of the
Board divulge to any person and shall during the Appointment use
his best endeavors to prevent the publication of disclosure of any
information concerning the business accounts or finances of the
Company or of any customer or client of the Company or any of the
secrets dealings transactions or affairs of any such member
customer or client which have or may have come to his knowledge
during the Appointment or previously or otherwise
5.2 The Director agrees that for a period of three years after termination
of the Appointment he shall not;- 5.2.1 Either alone or jointly with or
for any other person directly or Indirectly carry on or be engaged or
concerned in England in The business of Telecommunications or in any
other business competing with or similar to that carried on by The
Company in which the Director shall have been concerned at the date of
such termination but this restriction shall not prevent the Director
from being a minority holder of securities which are listed and/or
dealt in on The Stock Exchange in the Unlisted Securities Market;
5.2.2 Either alone or jointly with or for any other person directly or
indirectly solicit interfere with or endeavor to entice away from
the Company any person who is then or was during the three months
preceding the date of such termination a client customer or
employee of or in the habit of dealing with the Company provided
that such restrictions shall only apply to clients customers or
employees with whom the Director shall have been concerned: or
5.2.3 either alone or jointly with or for any other person directly or
indirectly undertake any business for or with any person who is
then or was during the 12 months preceding the date of such
termination a client or customer of the Company provided that such
restriction shall only apply to clients or customers with whom the
Director shall have been concerned.
5.3 if during the period of the appointment the Director either alone or
jointly with others makes any invention design or discovery capable of
use in connection with any business of the Company such invention
design or discovery and any intellectual property rights associated
with the same will belong automatically to the Company or (for the
extent that the same belong automatically to the Director by operation
of law) will forthwith be assigned to the Company. Upon making any such
invention design or discovery the Director will immediately communicate
all information concerning the same to the company. If so requested at
the Company's expense but without receiving payment the Director will
execute and procure execution of all documents and do all things
necessary to vest the title to such invention design or discovery in
the company
5.4 the director irrevocably appoints the company to be his attorney
in his name and on his behalf to execute any documents and
generally to act and use his name for the purpose of giving to the
Company (or its nominee) the full benefit of the provisions of
Clause 5.3 and in favour of any third party a certificate in
writing signed by any director or the secretary of the company
that any instrument or act falls within the authority conferred by
this Clause 5.4 shall be conclusive evidence that such is the case
5.5 the restrictions contained in this Clause 5 are considered
reasonable by the parties but in the event that any part of any
such restrictions shall be found void illegal or unenforceable
such restriction or the offending part shall be deemed to have
been deleted from this Agreement and the validity and
enforceability of the remainder of this Agreement shall not be
affected thereby
5.6 Upon the termination of the Appointment the Director shall deliver
up to the Company all notes memoranda and other correspondence
documents papers and property belonging to the company which may
have been prepared by him /or have come into his possession and
shall not retain any copies thereof and shall not permit the same
to be used by any party
6 GENERAL
6.1 This Agreement governs the terms of the Director's employment with
the Company from the commencement date to the exclusion of all
other agreements or arrangements whether written or oral expressed
or implied between the Director and the Company relating to the
services or employment of the Director which are cancelled with
immediate effect
6.2 If at any time so required by the board the Director shall undergo
a medical examination by such doctor or doctors as the board shall
nominate at the expense of the Company and for the purpose of the
Access to medical Reports Xxx 0000 undertakes to consent to the
disclosure of the same by the Company
6.3 Schedule 1 to this agreement contains the particulars of the terms of
employment of the Director required by the Act
6.4 The terms set out in the schedules hereto shall be deemed to be
incorporated in the body of this agreement
6.5 The expiration or determination of this Agreement shall not affect
such of the provisions hereof as are expressed to operate or have
effect after the termination of this Agreement and shall be
without prejudice to any right of action already accrued to either
party in respect of any breach of this Agreement by the other
party.
6.6 The construction validity and performance of this Agreement shall be
governed by the laws of England
IN WITNESS whereof the parties hereto have executed this Agreement by the day
and year first above written
SIGNED by Xxxxxxx Xxxxxxxxx a Director duly authorised for and on behalf of
Internet Telecommunications Plc In the presence of:-
Anastasia Pelakanou
Internet Telecommunications Plc
SIGNED by the said )
Xxxxxxx Xxxxxxxx )
In the presence of )
SCHEDULE 1
1 PERIOD OF EMPLOYMENT
For the purposes of the Act the date upon which the Director's
continuous period of service began is 10/05/99 which is the date
upon which the Director's service with Xxxxxxxx Xxxxxxxx commenced
2 JOB TITLE
The job title of the Director is Commercial & Strategy Director
3 NOTICE PERIOD
See Clause 2.2 of this Agreement
4 REMUNERATION
See Clause(s) 3.1 and 3.3 of this Agreement
5 HOLIDAYS
The Director shall in addition to statutory holidays be entitled
to 21 working days' holiday in every calendar year and a rateable
proportion for any part of such calendar year at such time or
times as shall be convenient to the Company. On the termination of
the Appointment the entitlement of the Director to accrued holiday
pay shall be calculated rateably on the above basis
6 SICK PAY
Subject to clause 4.4 of the Agreement there are no terms and
conditions relating to incapacity for work due to sickness or
injury. Any entitlement to payment during absence of work in other
circumstances shall be at the discretion of the board
7 PENSIONS
A contracting-out certificate under the Social Security Pensions act
1975 is not in force in respect of the appointment
8 GRIEVANCE PROCEDURE
The Director should refer any grievance about the Appointment or
about any decision relating to him to other reference body by
giving written notice. The reference will be dealt with by a
majority present at the relevant Board Meeting set out any further
steps consequent upon such reference or refer to a document
containing details of any further steps to be taken
9 DISCIPLINARY RULES
The disciplinary Rules are set out in the Company's Employee's
Manual entitled "Employee Handbook" a copy of which has been
provided to the director
10 TERMS AND CONDITIONS RELATING TO HOURS OF WORK
The hours of work of the Director shall be such hours as may be
requisite for the proper discharge of his duties hereunder
11 EXPIRY OF APPOINTMENT
As set out in Clause 2.2
SCHEDULE 2
PROFIT SHARE SCHEME
To be announced or proposed at a later date in writing to the Director, or any
other persons appointed by the board.
SCHEDULE 3
"ACT"
Employment protection (consolidation) Xxx 0000
"APPOINTMENT"
The appointment of the Director under Clause 2.1 of this Agreement
"ASSOCIATED COMPANY"
Any company whose equity share capital (as defined in Section (744Companies Act
1985) is as to more than 25 per cent and less than 50 per cent. For the time
being beneficiary owned by the Company and/or any company in the Group including
any subsidiary of any associated company.
"BOARD"
The Board of Directors of the Company of Shareholders
"COMMENCEMENT DATE"
10/05/99
"FINANCIAL YEAR"
The same meaning as is attributed to it by Part XXVI Companies Act 1985
"GROUP"
The Company and any holding company of the Company for the time being of the
company or of any such holding company together with any associated company of
any of them.
"HOLDING COMPANY" AND "SUBSIDIARY"
The same meanings as are respectively attributed to them by Section 736
Companies Act 1985 "NET PROFITS" The consolidated profits (less losses) of the
Company as shown by the audited consolidated profit and loss accounts thereof
for any financial year:-
(a) After deducting all expenses of working and management including
depreciation and directors' remuneration (whether by way of fees salary or
commission but excluding the profit share and the profit shares of any other
employees of the Company); (b) Before deducting any taxation on profits
including corporation tax and any other similar or additional or substituted
tax; (c) Without taking into account profits or losses of capital nature arising
on a disposal of fixed assets
investments plant and any other property or assets of the Company;
(d) after deducting any part of the profits or adding back any part of the
losses attributable to shares in any company not owned directly or
indirectly by the Company; and
(e) After making such adjustments as the auditors of the Company considers
appropriate including adjustments for extraordinary items and
adjustments to take account of any changes in accounting bases
"PROFIT SHARE"
The profit share referred to in Clause 3.3
"REVIEW DATE"
Each anniversary of the Commencement Date
"SALARY"
The salary set out in Clause 3.1
