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Date Posted: 04:50:11 02/11/03 Tue
Author: agreement
Subject: agreement3

The Company shall reimburse the Executive:
8.1 all reasonable travelling hotel and other expenses wholly exclusively and necessarily incurred by him in or about the performance of his duties under this agreement [and]
[8.2 the cost of subscription to all professional bodies to which he is obliged to belong in order to maintain his professional qualifications]
[PROVIDED that the Executive if so required by the Company provides reasonable evidence of the expenditure in respect of which he claims reimbursement]
9 Holidays20
The Executive shall (in addition to the usual public and bank holidays) be entitled to not less than (number) days’ holiday in each year to be taken at a time or times convenient to the Company21
[834]
10 Illness22
10.1 The Executive shall continue to be paid during any period or periods of absence due to Incapacity (such payment to be inclusive of any statutory sick pay23 or social security benefits to which he may be entitled) for a total of up to [26] weeks in any [52] consecutive week period
10.2 Thereafter the Executive shall continue to be paid salary only at the discretion of the Company and if such absence shall aggregate in all [26] weeks in any [52] consecutive weeks the Company may terminate the employment of the Executive forthwith by notice under clause 15.1.9 below given on a date not more than [28 days] after the end of the [26th] week
11 Time and attention
During the continuance of his employment under this agreement the Executive shall unless prevented by Incapacity devote his whole time and attention to the business of the Company and shall not without the prior written consent of the Board:
11.1 engage in any other business or
11.2 be concerned or interested in any other business of a similar nature to or competitive with that carried on by the Company [or any of its Subsidiaries or Associated Companies] [or which is a supplier or customer of the Company [or of its Subsidiaries or Associated Companies] in relation to its goods or services]
PROVIDED that nothing in this clause shall preclude the Executive from holding or being otherwise interested in any shares or other securities of any company which are for the time being quoted on any recognised stock exchange so long as the interest of the Executive in such shares or other securities does not extend to more than [1%] of the total amount of such shares or securities
[835]
12 Intellectual property24
12.1 The parties foresee that the Executive may make discover or create Intellectual Property in the course of his duties under this agreement and agree that in this respect the Executive has a special obligation to further the interests of the Company
12.2 Subject to the provisions of the Patents Act 1977 and the Copyright, Designs and Patents Act 1988 if at any time during his employment under this agreement the Executive makes or discovers or participates in the making or discovery of any Intellectual Property relating to or capable of being used in the business for the time being carried on by the Company [or any of its Subsidiaries or Associated Companies] full details of the Intellectual Property shall immediately be communicated by him to the Company and shall be the absolute property of the Company. At the request and expense of the Company the Executive shall give and supply all such information data drawings and assistance as may be requisite to enable the Company to exploit the Intellectual Property to the best advantage and shall execute all documents and do all things which may be necessary or desirable for obtaining patent or other protection for the Intellectual Property in such parts of the world as may be specified by the Company and for vesting the same in the Company or as it may direct
12.3 The Executive irrevocably appoints the Company to be his attorney in his name and on his behalf to sign execute or do any such instrument or thing and generally to use his name for the purpose of giving to the Company (or its nominee) the full benefit of the provisions of this clause 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 shall be conclusive evidence that such is the case
12.4 If the Intellectual Property is not the property of the Company the Company shall subject to the provisions of the Patents Act 1977 have the right to acquire25 for itself or its nominee the Executive’s rights in the Intellectual Property within [3 months] after disclosure pursuant to clause 12.2 above on fair and reasonable terms to be agreed or settled by a single arbitrator
12.5 Rights and obligations under this clause shall continue in force after termination of this agreement in respect of Intellectual Property made during the Executive’s employment under this agreement and shall be binding upon his representatives
[836]
13 Confidentiality26
13.1 The Executive is aware that in the course of employment under this agreement he will have access to and be entrusted with information in respect of the business and financing of the Company and its dealings transactions and affairs [and likewise in relation to its Subsidiaries Associated Companies customers or clients] all of which information is or may be confidential
13.2 The Executive shall not (except in the proper course of his duties) during or at any time after the period of his employment under this agreement divulge to any person whatever or otherwise make use of (and shall use his best endeavours to prevent the publication or disclosure of) any Confidential Information of the Company [or any of its Subsidiaries or Associated Companies] or any of its [or their] suppliers agents distributors or customers
13.3 All notes memoranda documents and Confidential Information concerning the business of the Company [and its Subsidiaries or Associated Companies] or any of its [or their] suppliers agents distributors or customers which shall be acquired received or made by the Executive during the course of his employment shall be the property of the Company and shall be surrendered by the Executive to the Company at the termination of his employment or at the request of the Board at any time during the course of his employment
[837]
14 Termination of directorship27
[The employment of the Executive under this agreement shall terminate automatically in the event of his ceasing to be a director of the Company and in that event the Executive shall have no claim for damages against the Company unless he shall so cease:
14.1 by reason of his not being re-elected as a director of the Company at the annual general meeting of the Company held next after the commencement of his employment or
[14.2 by reason of his not being re-elected as a director of the Company at any annual general meeting of the Company at which he is to retire by rotation [or]]
14.3 by virtue of a resolution passed by the members of the Company in general meeting to remove him as a director
and at the time of such failure to re-elect or of such removal the Company shall not be otherwise entitled to determine his employment under this agreement
or
If during his employment under this agreement the Executive shall cease to be a director of the Company (otherwise than by reason of his death resignation or disqualification pursuant to the articles of association of the Company or by statute or court order) his employment shall continue as if it had been in the office of executive manager of the Company and the terms of this agreement (other than those relating to the holding of office of director) shall continue in full force and effect and the Executive shall have no claims against the Company in respect of such termination]
[838]
15 Summary termination of employment28
15.1 The employment of the Executive may be terminated by the Company without notice or payment in lieu of notice:
15.1.1 if the Executive is guilty of any gross default or misconduct in connection with or affecting the business of the Company [or any Subsidiary or Associated Company to which he is required by this agreement to render services]
15.1.2 in the event of any serious or repeated breach (after prior warning) or non-observance by the Executive of any of the stipulations contained in this agreement
15.1.3 if the Executive becomes bankrupt or makes any composition or enters into any arrangement with his creditors
15.1.4 if the Executive is convicted of any arrestable criminal offence (other than an offence under road traffic legislation in the United Kingdom or elsewhere for which a fine or non-custodial penalty is imposed)29
15.1.5 if the Executive is guilty of any fraud dishonesty or conduct tending to bring himself the Company [or any Associated Company] into disrepute
15.1.6 if the Executive is disqualified from holding office in another company in which he is concerned or interested because of wrongful trading under the Insolvency Act 198630
15.1.7 if the Executive shall become of unsound mind or become a patient under the Mental Health Act 198331
15.1.8 if the Executive is convicted of an offence under the Criminal Justice Act 1993 Pt V32 or under any other present or future statutory enactment or regulations relating to insider dealings
15.1.9 if the Executive shall be unable by reason of Incapacity to perform his duties under this agreement for an aggregate period of or exceeding [26] weeks in any [52] weeks [notwithstanding the existence of any private or permanent health insurance scheme operated by the Company for the benefit of the Executive]
15.2 If the Company believes that it may be entitled to terminate the Executive’s employment whether pursuant to clause 15.1 or otherwise it shall be entitled (but without prejudice to its right subsequently to terminate the employment on the same or any other ground) to suspend the Executive [on full pay or without pay] for so long as it sees fit [provided that such period of suspension does not exceed [one month]]33
[839]
16 Resignation from directorships
Upon the termination by whatever means of his employment under this agreement:
16.1 the Executive shall at the request of the Company immediately resign from office as a director of the Company [and from such offices held by him in any Subsidiaries and Associated Companies as may be so requested] without claim for compensation and in the event of his failure so to do the Company is hereby irrevocably authorised to appoint some person in his name and on his behalf to sign and deliver such resignation or resignations to the Company [and to each of the Subsidiaries and Associated Companies of which the Executive is at the material time a director or other officer]
16.2 the Executive shall not without the consent of the Company at any time thereafter represent himself still to be connected with the Company [or any of the Subsidiaries and Associated Companies]
17 Reconstruction or amalgamation34
If the employment of the Executive under this agreement is terminated by reason of the liquidation of the Company for the purpose of reconstruction or amalgamation and the Executive is offered employment with any concern or undertaking resulting from the reconstruction or amalgamation on terms and conditions not less favourable than the terms of this agreement then the Executive shall have no claim against the Company in respect of the termination of his employment under this agreement
[840]
18 Non-solicitation35

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