THIS EMPLOYMENT AGREEMENT is made
BETWEEN
(1) EXE TECHNOLOGIES (UK) PLC, a company registered in England and Wales with
registered number 2007831 and having its registered office at Xxxxx
Xxxxx, Xxx Xxxx, Xxxxxxxxx Xxxxxxxxx XX00 0XX (the "Company"), and
(2) Xxxxxxx Xxxxxx-Xxxxx of [Ponds House, Ponds Farm, Shere, Surrey, U.K. GU
59JL (the "Executive").
NOW IT IS HEREBY AGREED
1. DEFINITIONS AND INTERPRETATIONS
1.1 In this Agreement unless the context otherwise requires or except as
otherwise expressly provided:
"Associated Company" means a Subsidiary Company (as defined by the
Companies Act 1985) and any other company which is for the time being a
holding company (as defined by the Companies Act 1985) of the Company or
another subsidiary of any such holding company.
"Board" means the board of directors from time to time of the Company or
a duly authorised committee thereof;
"Calendar Year" means 1 January to 31 December.
"Employment" means the employment of the Executive pursuant to this
Agreement or, as the context requires, its duration;
"Intellectual Property" means patents, utility models, registered
designs, registered trade and service marks, registered copyright,
improvements and modifications to any of the foregoing and the right to
apply for protection for
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such registered rights anywhere in the world; inventions, discoveries,
copyright, design right, unregistered trade and service marks, brand
names, secret or confidential information, know how or any other
intellectual property; and any similar or equivalent rights whether
registerable or not arising or granted under the law of any country or
state;
"Managing Director" means any person or persons jointly holding such
office of the Company from time to time and includes any person(s)
exercising substantially the functions of a managing director or chief
executive officer of the Company;
"Termination" means the date the Employment terminates howsoever that
comes about;
1.2 Interpretation
1.2.1 Reference to statutes and other legislation shall include statutory
instruments and regulations issued under the legislation and shall, where
the context requires, include all amendments, re-enactments and
consolidations thereof and the provision of any earlier statute or other
legislation of which the said reference is itself an amendment,
re-enactment or consolidation;
1.2.2 words denoting one gender include all genders, words denoting individuals
or persons include corporations and trusts and vice versa, words denoting
the singular include the plural and vice versa, and words denoting the
whole include a reference to any part thereof;
1.2.3 clause and paragraph headings are inserted for ease of reference only and
shall not affect construction;
1.2.4 reference to a Party means a party to this Agreement;
2 APPOINTMENT
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2.1 The Company appoints the Executive and the Executive agrees to serve the
Company as Managing Director of the Company with responsibility for
overall management of the organisation or in such other appointment as
the Company may from time to time direct (PROVIDED THAT such other
appointment shall not be of a lower status than the Executive's original
appointment under this Agreement.) The Executive accepts that the
Company may at its discretion require him to perform other duties or
tasks not within the scope of his normal duties and the Executive agrees
to perform those duties or undertake those tasks as if they were
specifically required under this Agreement. The Executive's duties may be
performed by him solely or jointly with whomsoever the Company may
appoint.
3. DURATION
3.1 The Employment shall commence on April 23, 1998. For the purposes of
determining his period of continuous employment, the Employment
commenced on April 23, 1998.
3.2 No employment of the Executive prior to EXE Technologies (UK) Plc shall
count as part of the Executive's period of continuous employment with the
Company.
4. DUTIES
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4.1 The Executive shall during the Employment
a) devote the whole of his time, attention and ability to the Company
and/or any Associated Company both during the normal business hours
and during such additional hours (without further remuneration) as
the Company deems necessary for the benefit of the business of the
Company;
b) undertake such duties as the Company specifies and which are
consistent with his position within the Company;
c) promptly whenever required so to do will give a full account to the
Board or any person duly authorised by the Board of all matters with
which he is entrusted;
d) whenever so required for the proper fulfilment of his duties work
without further remuneration in excess of the normal hours of work of
the Company which are from 9.00 a.m. to 5.00 p.m. from Monday to
Friday;
e) obey all lawful and reasonable directions of the Board; and
f) use his best endeavours to promote the interests of the Company and
its Associated Company(ies).
4.2 The Company reserves the right to assign the Executive, wholly or in part
and for such period as it determines, to any Group company and/or require
that the Executive be based at any place in the world;
4.3 The Company reserves the right to require the Executive to accept the
office of Director of any Group company without additional remuneration;
4.4 The Executive shall have no contractual right to hold the office of
director of the Company or any Group company and shall resign any such
directorship immediately if requested to do so by the Company, without
claim for compensation. The Executive hereby irrevocably authorises the
Company, should he fail to do so, to appoint a person in his name and on
his behalf to sign
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any documents and do any thing (or things) necessary or requisite to
give effect to such resignation.
4.5 The Company may at any time require that the Executive does not perform
any duties and/or does not attend the Company's premises during any
period of suspension or whilst the Executive is under notice of
termination of his employment provided that the Executive continues to be
paid the salary and benefits to which he is entitled under this
Agreement.
5 PLACE OF WORK
5.1 The Executive's normal place of work is the Company's premises at
Bracknell, Berkshire. The Company reserves the right to change the
Executive's normal place of work.
5.2 The Executive's duties will involve travel to customer's locations and he
may be required to travel to such locations as is necessary for the
proper performance of his duties.
NOTE: WHILST THIS CLAUSE RESERVES THE CONTRACTUAL RIGHT TO REQUIRE THE EXECUTIVE
TO MOVE TO AN ALTERNATIVE LOCATION, THE COMPANY MUST NOT EXERCISE THIS RIGHT
ARBITRARILY OR UNREASONABLY.
6 SHARE DEALING
The Executive shall comply where relevant with every rule of law, every
regulation of the London Stock Exchange Limited and every regulation of
the Company from time to time in force in relation to dealings in shares,
debentures or other securities of the Company or any Associated Company
and unpublished price sensitive information affecting the shares,
debentures, or other securities of any other company PROVIDED THAT in
relation to overseas dealings the
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Executive shall also comply with all laws of the state and all
regulations of the stock exchange, market and dealing system in which
such dealings take place.
7 REMUNERATION
7.1 The Company shall pay to the Executive during the Employment a basic
salary of L300,000 per annum which shall accrue on a daily basis. This
will be payable by equal monthly instalments in arrears, after deduction
of tax, Social Security contributions and agreed deductions in accordance
with the Company's procedures from time to time in force (currently
payment is made on the 25th day of each month)
7.2 The Executive's remuneration includes any fees to which he may be
entitled as a director of the Company.
7.3 The Executive's basic salary shall be reviewed by the President and Chief
Executive Officer annually on the anniversary of the start of the
Employment, and the rate of basic salary may be increased by the Company
with effect from that date by such amount, if any, as it shall think fit.
7.4 The Executive shall immediately on demand repay to the Company any monies
owed by the Executive to the Company and reimburse the Company for the
cost of repairing any damage to the Company's property caused by the
Executive. The Company is hereby irrevocably authorised to deduct any
such amount, or part thereof, from the Executive's salary or from any
money owed to the Executive by the Company on or after the termination of
the Executive's employment [and such deductions shall be without
prejudice to the Company's right to seek repayment by the Executive of
any part still outstanding thereafter].
8 EXPENSES
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The Company shall reimburse on a monthly basis to the Executive during
the Employment (subject to the Executive complying with such guidelines
or regulations issued by the Company from time to time in this respect
and the production of receipts or other evidence of actual payment) all
expenses properly and reasonably incurred by him in the proper
performance of his duties under this Agreement.
9 INSURANCE
9.1 The Executive shall be entitled to benefit from the following:-
a) Private medical cover, subject always to the rules of such scheme[s]
for the time being in force and subject to the Executive's health or
age not being such as to prevent cover being provided without
exceptional conditions or unusually high premiums being imposed or
levied. Full details of the current scheme are available on request
from the Personnel Department.
b) Critical illness cover, subject always to the rules of such scheme[s]
for the time being in force and subject to the Executive's health or
age not being such as to prevent cover being provided without
exceptional conditions or unusually high premiums being imposed or
levied. Cover is intended to provide benefits to the Executive in
the event of disability arising from critical illness rendering the
Executive incapable of working. Full details of the current scheme
are available on request from the Personnel Department.
9.2 The Company reserves the right at any time to terminate its participation
of the schemes or to substitute them for alternative schemes.
9.3 The Company reserves the right to terminate the Executive's employment at
any time whether or not he is in receipt of any of the benefits detailed
in this Clause 9.
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10 CAR
Subject to the Executive holding a current full driving licence, the
Company shall provide the Executive with a monthly car allowance of
L1,900. The allowance provides for the use of a private car and all
expenses incurred associated with the use of the car.
11 INCAPACITY AND SICKNESS PAY
11.1 During any period of absence on medical grounds, the Executive shall be
entitled to full pay during the first 10 weeks of absence from the
Employment in any calendar year, to half pay during the following 10
weeks of such absence in the same calendar year and, for any such
subsequent absence in the same calendar year, to such pay as the Board
may deem appropriate, provided that the Executive complies with the
Company's sickness reporting procedures in force from time to time.
11.2 The foregoing provisions of this Clause are without prejudice to the
Executive's entitlement to Statutory Sick Pay ("SSP"), in accordance with
the Social Security Contributions and Benefits Xxx 0000, and social
security benefit PROVIDED THAT any payment made under this Agreement in
respect of a day of sickness will include the Executive's SSP payment for
that day and any sickness or other benefits obtained by the Executive
under any social security, national insurance or other legislation from
time to time in force, in respect of a day of sickness, will count
towards the payment to be made under this Agreement in respect of that
day. Monday to Friday (inclusive) in each week shall be "Qualifying
Days" for the purposes of the said Act.
11.3 The Executive shall observe in all material aspects the reasonable rules
and regulations from time to time laid down by the Company relating to
the payment of sick pay and the Company shall be entitled to cease
payment of the sums agreed to be paid under Clause [11.1] if the
Executive fails to observe such rules and regulations.
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11.4 The Company may require the Executive to undergo a medical examination by
the Company's medical adviser (or a doctor selected by the Company), or
to provide any such evidence of his medical condition as it may
reasonably require. The Company further reserves the right to require
the Executive to provide a medical certificate at any time to explain any
absence for medical reasons.
11.5 The Executive shall, in any event, during the Employment and at the
expense of the Company be entitled to receive an annual medical
examination by a registered medical practitioner nominated by the
Company.
12 HOLIDAYS
12.1 In addition to normal bank and public holidays in England, the Executive
shall be entitled during the Employment to a further 20 working days'
holiday in each full calendar year to be taken at such times as shall be
agreed between the Company and the Executive or, failing agreement, as
the Company may determine.
12.2 In the event of the Executive being employed for part only of a calendar
year, he shall be entitled to holiday proportional to the number of days
worked in that year.
12.3 Any holiday entitlement which has not been used by the end of the
calendar year will be forfeit and the Executive shall not be entitled to
receive holiday pay in respect of any holiday accrued but not taken.
12.4 Save in the case of Termination of the Employment resulting from the
Executive's gross misconduct, the Company will compensate the Executive
for any accrued but untaken holiday entitlement outstanding on the
Termination of the Employment at the rate of 1/365th of his basic salary
for each accrued but untaken day of holiday.
12.5 If the Executive has taken in excess of his accrued holiday entitlement
on Termination of the Employment the Executive must repay to the Company
the
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excess holiday pay paid to him at the rate of 1/365th of his basic salary
for each unaccrued but taken day of holiday.
12.6 The Company reserves the right to insist that the Executive take some,
all or none of any outstanding holiday entitlement during his notice
period.
13 PENSION
13.1 The Executive shall be eligible to participate in the Company's pension
scheme (The Scheme) subject to the rules for the time being in force, and
subject to the Executive's health or age not being such as to prevent
cover being provided without exceptional conditions or unusually high
premiums being imposed or levied. A booklet setting out brief details of
the current Scheme can be obtained from the Personnel Department. The
Company reserves the right at any time to terminate its participation in
the Scheme or to substitute it for another pension scheme.
13.2 There is no contracting out certificate in force in respect of the
Executive's employment.
14 TELEPHONE OR RADIO PAGERS AND/OR MOBILE TELEPHONES
14.1 The Executive may be required to hold either a pager or mobile telephone
for business purposes, so that he may be contacted by the Company or a
client during or outside normal business hours. The Executive does not
have the right to refuse to hold and/or use either a pager or a mobile
telephone.
14.2 Mobile telephones may only be used for essential personal calls. The
Company will pay for the cost of such essential personal calls, together
with other charges and expenses relating to the mobile telephone. All
such personal calls will be monitored by the Company and the Executive
may be called upon to endorse,
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against an itemised list, whether any call was a business or personal
call. In the event that the Company finds that the Executive has made
non-essential or excessive personal calls, the Company will require
the Executive to reimburse it for the cost of such calls, and the
Company reserves the right to recover from the Executive the cost of
any such calls made by deducting the relevant amount or amounts from
any sum payable to the Executive by the Company.
14.3 The Executive shall promptly, whenever requested to do so by the Company
and in any event when notice to terminate this agreement has been given
either by either Party, return to the Company the pager or mobile
telephone.
15 INVENTIONS AND INTELLECTUAL PROPERTY
(a) COPYRIGHT
The Copyright, Designs and Patents Xxx 0000 governs the ownership of
copyright in literary, artistic and other works created by the Executive
in the course of his employment. In relation to all such copyright the
Company (as the Executive's employer) is the owner
If during the Executive's Employment HE at any time (whether alone or with
any other person, whether during the course of his normal duties or other
duties specifically assigned to him (and whether or not during normal
working hours) originate any design (whether registerable or not) or
other work in which copyright may subsist, the Executive shall
immediately disclose it to the Company and, at the request and expense of
the Company, the Executive shall do all things necessary and desirable to
substantiate the rights of the Company in relation to that design or
other work.
(b) INVENTIONS
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The Patents Act 1977 provides that, subject to certain conditions, an
invention made by the Executive (as the Company's employee) will belong
to the Company if it is made in the course of his normal duties or in the
course of other duties specifically assigned to him.
If at any time during the Employment (whether or not whilst engaged in the
performance of his duties) the Executive discovers, makes or conceives,
either alone or in conjunction with others, any invention, discovery or
design which relates to the business of the Company (an "Invention") the
Executive shall:
(i) immediately communicate or explain in writing full particulars of
the Invention to the Company, whether the Executive considers the
Invention to be, by virtue of Section 39 of the Patents Xxx 0000,
his own property or the property of the Company; and
(i) where the Invention is the property of the Company, at the request
and expense of the Company, supply all such information, data and
drawings as may be necessary to enable the Company to exploit the
Invention to its best advantage and shall execute such documents
and do all such things as may be necessary or desirable for
obtaining patent or similar protection for the same in such part
or parts of the world as may be specified by the Company and for
vesting the same in the Company or as it may direct.
(c) MORAL RIGHTS
The Executive hereby irrevocably waives any rights he may have under Chapter IV
of Part I of the Copyright Designs and Patents Xxx 0000 ("Moral Rights")
and any foreign law assigning corresponding rights in respect of any acts
of the Company or done with the Company's authority in relation to all
copyright material generated by the Executive.
Rights and obligations under this Clause [15] in respect of all intellectual
property (including any copyright, Inventions or Moral Rights) shall
continue in force
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after the Termination of the Employment and shall be binding upon the
Executive's representatives.
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16 RECORDED MATERIAL
All notes, memoranda, designs, drawings or other recorded material,
whether in written or electronic form and all other materials which may
have been made or prepared by, or at the request of, the Executive or
have come into his possession or under his control in the course of the
Employment and which related in any way to the business (including
prospective business) or affairs of the Company or any Associated Company
or of any customer, supplier, agent, distributor or sub-contractor
thereof shall be deemed to be the property of the Company.
17 CONFIDENTIALITY AND STATEMENTS
17.1 Without prejudice to the obligations of the Executive arising by law
during the Employment or at any time thereafter, the Executive shall not,
except with the prior written authority of the Company or as required by
law, use for his own purposes or disclose to any unauthorised third party
and shall use his best endeavours to prevent the publication or
disclosure of any information relating to the business, prospective
business, technical products or processes, finances, designs, inventions,
price lists or lists of customers and suppliers of the Company or any
Associated Company (both current and those who were customers or
suppliers during the two years prior to commencement of the Employment)
which comes into his possession by virtue of the Employment, and which
the Company or any relevant Associated Company regards, or could
reasonably be expected to regard, as confidential.
17.2 The Executive shall not at any time make any untrue or misleading
statement in relation to the Company or any Associated Company.
18 POST TERMINATION RESTRICTIONS ON THE EXECUTIVE
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18.1 Within this Clause 18 the following words shall have the following
meanings:
"Competitive Business" shall mean any business or activity carried on
by the Company at the Termination Date in which the Executive shall
have been directly concerned at any time in the Employment;
"Contact Period" shall mean the 12 month period ending with the
Termination Date;
"Customer Connection" shall mean any person, firm, company or other
organisation who:
(a) was at any time in the Contact Period a client/customer or
supplier of the Company; or
(a) was at the Termination Date negotiating, or had been so
negotiating within the contact period, with the Company with a
view to dealing with the Company as a client/customer or supplier;
provided that this will only include suppliers where alternative sources
of supply on equivalent terms would not be generally available to the
Company or where the interference with any such supplier may be
anticipated to cause damage to the Company;
"Skilled Employee" shall mean any person who was:
(a) Employed by the Company; or
(b) Contracted to render services to the Company;
in the position of Director, Associate Director, Project Manager or
Salesman during the period and who was so engaged or contracted on the
Termination Date.
18.2 The Executive shall not for a period of twelve months after the
Termination Date, directly or indirectly, either on his own account or
otherwise, canvass or solicit business from any Customer Connection with
whom the Executive shall
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have been in the habit of dealing during the Contact Period in the
course of the Employment.
18.3 The Executive shall not, during the period of twelve months after the
Termination Date, directly or indirectly, either on his own account or
otherwise, deal with or in any other way do business with any Customer
Connection with whom the Executive shall have been in the habit of
dealing during the Contact Period in the course of the Employment.
18.4 The Executive shall not, during the period of twelve months after the
Termination Date, directly or indirectly, induce or seek to induce any
Skilled Employee, with whom the Executive shall have had material
dealings in the course of his duties hereunder in the Contact Period, to
leave the Company's employment whether or not this would be a breach of
contract on the part of such employee or offer employment or an
engagement to any such employee.
18.5 The Executive shall not, during the period of twelve months after the
Termination Date, carry on or be interested in Competitive Business in
competition with the Company whether as principal, agent, director,
partner, proprietor, employee or otherwise.
18.6 The Executive agrees that he will, at the request of the Company, enter
into a direct agreement or undertaking with any Associated Company
whereby he will accept restrictions corresponding to the restrictions
contained in this Clause 18 (or such of them as may be appropriate in the
circumstances) in relation to such products and services and such areas
and for such period as such Associated Company may reasonably require for
the protection of its legitimate interests.
18.7 Each of the restrictions contained in this Clause 18 are considered
reasonable by the Company and the Executive being no greater than is
required for the protection of the goodwill of the business of the
Company and the Associated Company and are intended to be separate and
severable. In the event that any of the said restrictions shall be held
void, but would be valid if part of the wording
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thereof were deleted, such restrictions shall apply with such deletion
as may be necessary to make it valid and effective.
19 SUSPENSION
In order to investigate any complaint against the Executive of misconduct
the Company is entitled to suspend the Executive on full pay and other
benefits for so long as may be necessary to carry out a proper
investigation and hold a disciplinary hearing.
20 TERMINATION
Provided notice is served after the completion of the Executive's
probationary period the Executive's employment may be terminated by
either party giving to the other not less than six months notice in
writing (to expire at any time).
21 Immediate Dismissal
21.1 Notwithstanding the provision of Clause 21 the Company may terminate the
Employment by written notice having immediate effect if the Executive:
a) commits any act of dishonesty or of gross misconduct or wilful
neglect of duty or which is in the opinion of the Company detrimental
to the Company or any Associated Company or repeats or continues
(after written warning) any breach of this Agreement other than a
breach which is capable of remedy and is remedied forthwith by the
Executive at the Company's request to the complete satisfaction of
the Company; or
b) is charged with a criminal offence (excluding an offence under the
road traffic legislation in the United Kingdom or elsewhere for which
he is not sentenced to any term of imprisonment whether immediate or
suspended);or
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c) is in the opinion of the Board incompetent in the performance of his
duties; or
d) has a bankruptcy order or a receiving order made against him or
enters into any arrangement or composition with his creditors
generally.
21.2 The Executive may be required by the Company not to attend at his place
of work at any time for such period of the notice or unexpired term of
the Employment and on such terms as the Company deems necessary PROVIDED
THAT the Executive shall be entitled to receive full pay and other
benefits during such period. The Executive accepts that in such an event
he is not permitted to work for any person, firm, client, corporation or
on his own behalf without the Company's prior written consent.
21.3 On the Termination the Executive shall, at the request of the Company
forthwith immediately deliver to the Company or to its order all books,
documents, papers (including copies thereof), materials including
computer disks or tapes, credit cards, keys and other property of or
relating to the business of the Company or an Associated Company (and in
such respect shall take steps to delete or destroy any information of the
Company or any Associated Company contained in computer storage media,
software or electronic storage devices which are the property of the
Executive). In the event that the Executive has retained company
property at his home address, the Company reserves the right to enter
into the Executive's property in order to recover such company property.
21.4 On termination of any directorship of the Company (or any Associated
company) held by the Executive, the Executive shall execute forthwith
stock transfer forms in favour of the Company (or any Associated company)
or such nominee or nominees as it (or they) shall appoint in respect of
any nominee shares held by the Executive on behalf of the Company (or any
Associated company).
21.5 The Company reserves the right to make a payment in lieu of notice or in
lieu of any unexpired part of any notice. For the avoidance of doubt this
right shall apply whether notice is given by the Executive or by the
Company.
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21.6 The expiration or termination of this Agreement and/or the Employment
however arising shall not operate to affect such of the provisions of
this Agreement as are expressed to operate or have effect after
Termination and shall be without prejudice to any accrued rights or
remedies of the Parties.
22. DISCIPLINARY RULES, GRIEVANCE PROCEDURES
AND HEALTH AND SAFETY
22.1 In the event that the Executive has a grievance relating to his
employment, he should in the first instance speak to President and Chief
Executive Officer. If the grievance is not then resolved to his
satisfaction the Executive should refer to the grievance procedures set
out in the staff handbook.
22.2 The provisions of the grievance procedure are not contractually binding
either upon the Company or upon the Executive. They are intended merely
as guidelines which may be helpful in particular circumstances.
22.3 The Executive is referred to the staff handbook for information about the
disciplinary and appeals procedure normally operated by the Company.
These provisions are not contractually binding either upon the Company or
upon the Executive.
22.4 The Executive is referred to the staff hand book for details of the
Company's Health and Safety policy.
23 SECURITY
23.1 The Company is conscious of the need to restrict access to the premises
and to maintain security at its places of business. Accordingly, the
Company reserves the right to require the Executive to submit to a
personal search. This right of search includes a right to conduct a
search of the Executive's person, a search of the Executive's desk and of
any personal items including the Executive's
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clothing, and of any packages, bags or briefcases which may be in the
Executive's possession, custody or control.
23.2 The search will be carried out by the Associate Director of Human
Resources or designee.
23.3 The Executive has the right to request that a search should be conducted
by an individual of the same sex as the Executive, in the presence of a
Manager of the same sex and the Executive will have the right to be
accompanied by a fellow employee of his choice.
23.4 Unreasonable refusal to submit to such a search will normally constitute
a disciplinary offence in respect of which disciplinary action may be
taken against the Executive.
23.5 All employees are issued with security passes which allow them access to
the Company premises. The Executive must take the utmost care of his
security pass and keycard and if such a pass or keycard is lost he must
immediately notify the Associate Director of Human Resources or designee
and a replacement will be issued. No employee may lend or give a pass or
keycard to someone who is not an employee of the Company. Breach of this
obligation constitutes a serious disciplinary offence in respect of
which, in appropriate cases, the Executive may be dismissed.
24 WARRANTY
The Executive represents and warrants that he is not a party to any
agreement, contract (whether of employment or otherwise) understanding or
obligation, including any obligation of confidentiality, which would in
any way restrict or prohibit him from undertaking or performing any of
the duties of the Employment in accordance with the terms and conditions
of this Agreement.
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25 WAIVER OF RIGHTS
If the Executive's employment is terminated by either party (including by
reason of the liquidation of the Company for the purpose of
reconstruction or amalgamation or otherwise) and the Executive is offered
employment by the Company [or by any Associated company] on terms
generally no less favourable than the terms of his employment under this
Agreement, the Executive shall have no claim against the Company in
respect of such termination.
26 NOTICES
Any notice required under this agreement shall be in writing and shall be
deemed served if it is personally delivered or sent by first class
registered post to the last known address of the other party. Any notice
so posted shall be deemed served upon the second day following that one
on which it was posted.
27 WHOLE AGREEMENT
This agreement and the documents referred to herein comprise the entire
agreement between the Parties relating to the employees employment. It
supersedes all other agreements, whether written or oral, between the
Company or any associated company, and the Executive relating to the
Executive's employment, and the Executive acknowledges and warrant to the
Company that the Executive is not entering into this agreement in
reliance upon any representation not expressly set out herein.
28 GENERAL
28.1 There are no collective agreements which directly affect the terms and
conditions of the Executive's employment.
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28.2 No variation or amendment of this agreement shall be valid unless in
writing and signed by or on behalf of each of the Parties.
28.3 No failure or delay by the Company in exercising any right, power or
privilege under this Agreement shall operate as a waiver thereof.
28.4 This agreement shall be governed by the laws of England and subject to
the non-exclusive jurisdiction of the English courts.
28.5 Headings are for ease of reference only and shall not be taken into
account in the construction of this agreement.
29 COUNTERPARTS
This Agreement may be executed in any number of counterparts each of
which when executed shall constitute an original but all of which when
taken together shall constitute one and the same Agreement.
IF THE TERMS OF EMPLOYMENT AS DETAILED ABOVE ARE ACCEPTABLE, PLEASE SIGN
AND RETURN THE ENCLOSED COPY OF THIS AGREEMENT TO CONFIRM ACCEPTANCE OF
THE TERMS AND CONDITIONS.
I, Xxxxxxx Xxxxxx-Xxxxx acknowledge that I have read the particulars of
my employment as detailed above and confirm my agreement that these
constitute my contract of employment with EXE Technologies (UK) Plc.
Signed
----------------------------
Dated
----------------------------
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