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Date Posted: 04:48:55 02/11/03 Tue
Author: agreement
Subject: agreement2

21
Service agreement for an executive director1
THIS AGREEMENT is made the ...... day of ......... BETWEEN (1) (employer) whose registered office is at (address) (‘the Company’) and (2) (employee) of (address) (‘the Executive’)
NOW IT IS AGREED that the Company will employ the Executive and the Executive will serve the Company as [Managing Director] of the Company on the following terms and conditions:
[826]
1 Definitions and interpretation
In this agreement:
[1.1 ‘Associated Company’2 means a subsidiary and any other company which is for the time being a holding company (as defined by the Companies Act 1985 Section 736)3 of the Company or another subsidiary of any such holding company]
1.2 ‘the Board’ means the board of directors for the time being of the Company
1.3 ‘Confidential Information’ means information relating to the business products affairs and finances of the Company [or any [Associated Company or Subsidiary]] for the time being confidential to it [or to them] and trade secrets (including without limitation technical data and know-how) relating to the business of the Company [or of any Associated Company] or of any of its [or their] suppliers clients or customers [including in particular (by way of example only and without limitation) (insert example(s))]4
1.4 ‘Incapacity’ means any illness or other like cause incapacitating the Executive from attending to his duties
1.5 ‘Intellectual Property’5 includes letters patent trade marks whether registered or unregistered registered or unregistered designs utility models copyrights including design copyrights applications for any of the foregoing and the right to apply for them in any part of the world discoveries creations inventions or improvements upon or additions to an invention confidential information know-how and any research effort relating to any of the above mentioned business names whether registrable or not moral rights and any similar rights in any country
[1.6 ‘Subsidiary’6 means a subsidiary (as defined by the Companies Act 1985 Section 7367) for the time being of the Company]
[827]
1.7 unless the context otherwise requires words importing one gender include all other genders and words importing the singular include the plural and vice versa
1.8 any reference to a statutory provision shall be deemed to include a reference to any statutory modification or re-enactment of it
1.9 the clause headings do not form part of this agreement and shall not be taken into account in its construction or interpretation
1.10 any reference to the Executive shall if appropriate include his personal representatives
1.11 references in this agreement to any clause sub-clause schedule or paragraph without further designation shall be construed as references to the clause sub-clause schedule or paragraph of this agreement so numbered
[828]
2 Appointment and term of employment8
2.1 The Company appoints the Executive and the Executive agrees to act as [Managing Director] of the Company [or in such other capacity as the Company from time to time reasonably directs] on the terms of this agreement
2.2 The employment of the Executive [commences or shall be deemed to have commenced] on (date) and [is subject to termination by either party giving to the other (number) months’ notice in writing and as provided below or (subject to termination as provided below) is for an initial fixed period9 of (number) years and thereafter may be terminated by either party giving to the other not less than (number) months’ notice in writing to expire on or at any time after (date)]
2.3 The Company shall have the discretion to terminate the Executive’s employment lawfully [without any notice or on notice less than that required by clause 2.2] [at any time prior to the expiry of the fixed term set out in clause 2.2] by paying the Executive a sum equal to but no more than his salary [and value of contractual benefits] in respect of [that part of the period of notice in clause 2.2 which the Company has not given to the Executive or the unexpired part of such fixed term] less any appropriate tax and other statutory deductions. Should the Company exercise its discretion to terminate in this way all of the Executive’s post termination obligations contained in this agreement in particular the confidentiality provisions and restrictive covenants in clauses 13, 18 and 19 shall remain in full force and effect10
[829]
3 Duties11
3.1 The Executive shall during his employment under this agreement:
3.1.1 perform the duties and exercise the powers which the Board may from time to time properly assign to him [in his capacity as Managing Director] in connection with the business of the Company [and the business of any one or more of its Associated Companies and/or Subsidiaries (including performing duties as requested by the Board from time to time by serving on the board of such Associated Companies and/or Subsidiaries or by any other executive body or any committee of such a company)]
3.1.2 in the absence of any specific directions from the Board (but subject always to the memorandum and articles of association of the Company) have the general control and responsibility for the management of [the business of the Company or that part of the Company’s business in respect of (specify part to be controlled)] and
3.1.3 do all in his power to promote develop and extend the business of the Company [and of its Associated Companies and Subsidiaries] and at all times and in all respects conform to and comply with the proper and reasonable directions and regulations of the Board
[830]
3.2 At any time during any [period of notice of termination (whether given by the Company or the Executive or unexpired period of the fixed term] the Company shall have the right in its absolute discretion to assign reduced or alternative duties or no duties at all to the Executive and shall be entitled to require the Executive to act at the direction of the Company including the right to exclude the Executive from its premises [and/or remove him from any or all offices held by him in the Company or any Associated Company] and/or prevent the Executive from discussing its affairs with the Company’s employees, agents, clients or customers. If the Company exercises its rights under this clause the Executive’s entitlement to salary and other contractual benefits shall continue subject always to the relevant scheme or policy relating to such benefits. For the avoidance of doubt at all times during such period the Executive shall continue to be bound by the same obligations to the Company as were owed prior to the commencement of the notice period12
[3.3 The Executive shall carry out his duties and exercise his powers jointly with any other managing or executive director(s) appointed by the Board to act jointly with him13]
4 Place of work
4.1 The Executive’s normal place of work shall be (specify) but the Executive shall work in any place [within the United Kingdom] which the Board may require for the proper performance and exercise of his duties and powers14 and he may be required to travel on the business of the Company [or any of its Associated Companies and/or Subsidiaries] anywhere within (state area)
[4.2 If the Company requires the Executive to work permanently at a place which necessitates a move from his present address the Company will reimburse the Executive for all removal expenses directly and reasonably incurred as a result of the Company’s requirement up to [the maximum permitted tax free under Schedule 11A of the Income and Corporation Taxes Act 198815 or (amount)]]
[831]
5 Salary16
5.1 Salary
The Executive shall be paid a salary (which shall accrue from day to day) at the rate of £... per year (or such other rate as the parties may from time to time agree) inclusive of any directors’ fees payable to him under the articles of association of the Company [and of any Subsidiaries or Associated Companies of which he is from time to time a director] payable in arrears by equal monthly instalments on or about the (day) of every month
5.2 Salary review
The said salary shall be reviewed annually [from the date of this agreement or in (month) each year] by the Board
[832]
6 Pension scheme17
[The Executive will during his employment under this agreement be eligible to become and remain a member of (name of company pension scheme) (or of any scheme set up in place of it) subject always to the scheme’s trust deed and rules from time to time in force or The Company will pay into a private pension scheme maintained by the Executive during his employment an amount equal to ...% of his annual salary in addition to his salary under clause 5.1 above from time to time]
7 Company car18
7.1 The Company will supply the Executive with a car deemed by the Company to be suitable [for the performance of his duties or in relation to his position within the Company] under this agreement in respect of which the Company will pay [the running costs incurred while on Company business together with all insurance and maintenance costs or all running costs including insurance and maintenance]19
7.2 The Executive shall take good care of the car and ensure that the provisions and conditions of any Company car policy from time to time and of any insurance policy relating to it are observed and shall return the car and its keys to the Company at its registered office (or any other place the Company may reasonably nominate) immediately upon the termination of his employment however arising
[833]
8 Expenses

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