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Exhibit 10.16
EMPLOYMENT AGREEMENT
THIS AGREEMENT is made as of August 1, 2000, between Noslo Ltd. (the "Company")
and Ian Mack ("Employee"). The Company is a indirect, wholly-owned indirect
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subsidiary of Cable Design Technologies Inc. ("CDT"). The Company together with
CDT, any holding company of the Company or CDT and any subsidiary company of
either the Company or any holding company of the Company or CDT (subsidiary and
holding companies being as defined by section 736 of the Companies Act 1985 or
any statutory modification or re-enactment thereof) and together with any
company in which either the Company or its holding company or CDT is directly or
indirectly beneficially interested in 20% or more of the relevant company's
issued ordinary share capital shall be referred to as the "Group," and
references to Group Company or Group Companies shall be construed accordingly.
In consideration of the mutual covenants contained herein and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. Employment
(a) The Company shall employ Employee, and Employee hereby accepts
employment with the Company, upon the terms and conditions set forth
in this Agreement for the period beginning on the date hereof and
ending as provided in paragraph 4 hereof (the "Employment Period").
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References to "Employment" means the employment of the Employee under
the terms of this agreement.
(b) Employee warrants that by entering into this agreement he will not be
in breach of any express or implied terms of any contract or of any
other obligation binding upon him.
2. Position and Duties
(a) During the Employment Period, Employee shall serve as a senior officer
of the Company and shall render such administrative, engineering,
sales, marketing and other managerial services (commensurate with
Employee's experience and prior duties) to the Company and any other
Group Company as the Board of Directors of the Company ("the Board")
or the Company's chief executive officer may from time to time direct.
(b) The Employee has no normal hours of work and shall work the hours
necessary for the proper performance of his duties. The Employee
shall devote his best efforts and his full business time and attention
(except for permitted vacation periods and reasonable
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periods of illness or other incapacity) to the business and affairs of
the Company and the Group. Employee shall perform his duties and
responsibilities to the best of his abilities in a diligent,
trustworthy, businesslike and efficient manner.
(c) The Employee shall comply with all lawful and reasonable requests,
regulations, instructions and resolutions made by the board of
directors and/or chief executive officer of the Company or CDT.
(d) During the Employment Period the Employee will not (without the
Company's written consent) be engaged or interested either directly or
indirectly (through any member of his household or family) in any
capacity in any trade, business or occupation whatsoever other than
the business of the Company provided that the Employee shall not be
prohibited from holding whether directly or indirectly up to 3% of the
stock or shares of any class of any company listed on a recognised
stock exchange or the Alternative Investment Market.
3. Base Salary; Benefits and Bonus
(a) During the Employment Period, Employee's base salary shall be
(Pounds)13,958 per month (gross) or such higher rate as the Company's
Board of Directors may designate from time to time (the "Base
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Salary"), which salary shall be payable in regular installments in
accordance with the Company's general payroll practices. Payment
shall be made directly into the Employee's bank account on a monthly
basis (or, if the Company elects, more frequent basis).
(b) Upon the signing of this Agreement, the Company shall pay to Employee
an amount equal to (Pounds)13,958 (gross).
The Company shall also pay to Employee a sign-on bonus in an aggregate
amount equal to (Pounds)335,000 (gross). Such bonus shall be paid in
eight equal quarterly installments on the last business day of each
fiscal quarter of the Company, beginning with the fiscal quarter ended
October 31, 2000, in each case subject to the condition that on the
payment date Employee shall still be employed by the Company (provided
that in the event of a termination without cause, such bonus shall be
paid as contemplated in Section 4(b)).
(c) The Company shall reimburse Employee for reasonable expenses wholly
and necessarily incurred by him in the course of performing his duties
under this Agreement
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which are consistent with the Company's and CDT's policies in effect
from time to time with respect to travel, entertainment and other
business expenses, subject to the Company's and CDT's requirements
with respect to reporting and documentation of such expenses.
(d) In addition to the Base Salary, Employee will be entitled to
participate in CDT's bonus plan generally applicable to other senior
management employees (the "Bonus Plan") within the Groups. Full
details of the up to date terms of the Bonus Plan are available from
Charles Fromm, CDT's General Counsel. Employee's participation shall
be currently at the 35% (of base salary) target level (representing a
0-70% of base salary bonus potential). The CDT senior management
bonus is currently structured as follows: One-half of such potential
bonus is based upon Employee's operating group's performance in
relation to certain specified budget and financial targets and the
other one-half of such potential bonus is based upon CDT's performance
in relation to certain specified budget and financial targets. The
target and bonus amounts would be determined by CDT's Board (or the
Compensation Committee) on an annual basis. Targets for each CDT
operating group are based upon the budgets developed annually by CDT's
chief executive officer, and approved by CDT Board (or the
Compensation Committee). Payments under the bonus plan are calculated
and made quarterly so that, on a cumulative basis, 50% of the year-to-
date bonus earned is distributed as of the end of each of the first
three fiscal quarters of such year. Following the public release by
CDT of its audited financial statements for the fiscal year, the
remaining portion of any bonus is paid. Employees entitlement to
bonus payments (if any) is dependent on Employee being in employment
on the date on which payment is due. The "operating group" for which
you are included will need to be better defined. The bonus
arrangements applicable to Employee are discretionary and may be
varied or withdrawn at any time by the Company.
(e) Employee shall be entitled to receive benefits generally offered to
CDT's UK employees subject to the rules applicable to the relevant
benefit and subject to the Company's right to terminate employment for
any reason in accordance with any provision of this agreement and
provided that unless the rules of such benefit expressly state
otherwise such benefits will cease on termination of employment. Such
benefits include a company leased automobile (with a monthly lease
expense to the company), employee being responsible for all tax and
employee national insurance payable thereon. The provision and use of
a company leased automobile shall be subject to CDT's normal policies
which may be amended, withdrawn or replaced from time to time at the
Company's discretion. Employee's initial leased car shall be his
current BMW (the lease
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of which shall be assumed by the Company) and after the expiration of
such lease, the car provided would be in accordance with then existing
company policies.
(f) Employee will be issued options as of the date hereof to acquire 50,000
shares of Cable Design Technologies Corporation's Common Stock at a price
of equal the closing price on August 1, 2000. The option grant will be
subject to normal CDT terms and conditions, including 5 year vesting, and
will be governed by a separate agreement in the form previously provided to
you.
(g) The salary, bonus and other benefits set forth in this Agreement shall be
reduced by, and subject to, any applicable tax, national insurance and
other required deductions.
4. Term
(a) The Employment Period:
(i) shall terminate upon Employee's, death or permanent disability
or incapacity (as determined by the Board in its good faith
judgment);
(ii) may be terminated by the Company without notice at any time for
Cause (as defined below); and
(iii) may be terminated at any time without Cause upon either party
providing to the other a minimum of six months written notice.
(b) The Company may in its absolute discretion at any time after notice of
termination shall have been given by either party lawfully terminate
this agreement by notice in writing with immediate effect by paying to
the Employee an amount equal to (i) his Base Salary for 12 months
following such termination (or a pro rata proportion of it relative to
the remaining part of the notice period) and (ii) any unpaid bonus
contemplated under Section 3(b), which bonus shall be paid in a lump-
sum subject in both cases to prior deduction of income tax and
national insurance. In the event the Company terminates this
agreement in accordance with the preceding sentence, the Employee's
employment shall be deemed to have been terminated as of such date for
purposes of the bonus contemplated in Section 3(b) and the options
contemplated under Section 3(f).
(c) If the Employment Period is terminated by the Company pursuant to
clauses (a)(i) or (a)(ii) above, Employee shall be entitled to receive
his Base Salary up to the date of
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termination and amounts contemplated under Section 19(b), but the
Company shall not be obliged to make any further payment to the
Employee.
(d) Except as set forth in clause (b)(ii) above, all of Employee's rights
to fringe benefits and bonuses hereunder (if any) which accrue after
the termination of the Employment Period shall cease upon such
termination.
(e) For purposes of this Agreement, "Cause" shall mean:
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(i) a material breach of this Agreement by Employee or any other
agreement between Employee and the Company or any Group Company;
(ii) a material breach of Employee's duty of loyalty to the Company or
any Group Company or any act of dishonesty or fraud with respect
to the Company or any Group Company;
(iii) any act or omission (whether or not that act or omission was
carried out in the course of the employment hereunder) which, in
the opinion of the Board has caused or is likely to cause
material harm to the standing and reputation of the Company
and/or any other Group Company;
(iv) being disqualified from holding office as a director;
(v) be adjudicated bankrupt or make any arrangement or composition
with his creditors;
(vi) being convicted of a criminal offense which in the reasonable
opinion of the Board materially and/or adversely affects his
ability to continue in office as an employee or officer of the
Company (including bringing the Company into disrepute);
(vii) refusing or failing to agree to accept employment on the terms
and in the circumstances set out in clause 18 of this agreement;
(viii) resigning from the office of director of the Company or any other
Group Company;
5. Confidential Information
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Employee acknowledges that the information, observations and data obtained
by him while employed by the Company concerning the business or affairs of
the Company and the Group together with the Company's (or any Group
Company's) agents, customers, prospective customers or suppliers
("Confidential Information") are the property of the Company (or other
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appropriate Group Company). Therefore, Employee agrees that he shall not
disclose to any unauthorized person or use for his own purposes any
Confidential Information without the prior written consent of the Board,
unless and to the extent that the aforementioned matters become generally
known to and available for use by the public other than as a result of
Employee's acts or omissions. Employee shall deliver to the Company at the
termination of the Employment Period, or at any other time the Company may
request, all memoranda, notes, plans, records, reports, computer tapes,
printouts and software and other documents and data (and copies thereof)
relating to the Confidential Information, Work Product (as defined below)
or the business of the Company or any other Group Company which he may then
possess or have under his control.
6. Designs and Inventions
6.1 All designs, inventions, programs discoveries or improvements
conceived or made by the Employee during the course of or arising out
of the Employment (whether alone or together with any other person or
persons) and which concern or are applicable to products or articles
manufactured or sold by or to services provided by the Company and/or
any Group company ("Designs and Inventions") shall be the exclusive
property of the Company.
6.2 Any Designs and Inventions shall be disclosed to the Company whether
conceived apprehended or learned by the Employee during the course of
or after the termination of the Employment.
6.3 The Employee shall at all times whether during the course of and
after the termination of the Employment:
6.3.1 not without the prior written consent of the Company apply for
any patent or design registration as the case may be either in
the United Kingdom or in any other part of the world for any
Designs and Inventions conceived or made by him;
6.3.2 if and whenever required by the Company to do so (and in such
manner as the Company shall in its sole discretion decide)
apply as a nominee of or jointly with
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the Company for patent or design registration in the United
Kingdom and as the Company may require any other part of the
world for any Designs and Invention conceived or made by him
and/or shall execute all such documents and do all such things
as may be necessary effectively to obtain or vest all
applications at any time and from time to time pending and all
resulting patents and design registration when granted and all
right title and interest to and in the same in the Company
absolutely as sole beneficial owner or as the Company may
require.
6.4 The Employee irrevocably appoints and authorises the Company to act as
his attorney and agent for the purposes of executing and/or signing
all or any such documents as may be required to give the Company
(and/or its nominee and/or assignee) the full benefit of the
provisions of this clause.
6.5 The Company shall pay all expenses in connection with any application
for patent or design registration made by the Employee as nominee for
or jointly with the Company pursuant to this clause.
6.6 The Company shall indemnify the Employee against all liabilities to
third parties in connection with or arising out of all and any
applications and all and any resulting patents and design
registrations which may be granted if and to the extent that any such
liabilities arise from the act or default of the Company.
6.7 It shall be presumed (but subject to proof to the contrary) that the
subject matter of any application for a patent or design registration
filed by the Employee or any assignee or agent of the Employee within
12 months after the termination of the Employment and relating to
goods or services of a kind with which the Employee was concerned in
the course of his duties is a Design or Invention made by the Employee
during the currency of the Employment.
7. Non-Interference
(a) The Employee acknowledges that the Company and the Group have invested
and will continue to invest significant time and money to develop
valuable, continuing relationships with existing and prospective
customers of the Company and the Group and to develop products for
sale by the Company and the Group. Therefore, for a period of one
year after termination of the Employee's employment with the Company
for any reason including termination with or without Cause (but not,
for the avoidance of doubt, after termination by the Company in breach
of the terms of this Agreement) the Employee shall not:
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(i) solicit or attempt to solicit, directly or indirectly (which
includes working in any capacity for another person, firm or
company) either alone or with others, any existing customers of
(x) the Company; or
(y) any other Group Company for whom the Employee has carried
out work,
who were customers at the date of termination of the Employee's
employment or at anytime during the period of 12 months
immediately preceding the date of termination of the Employee's
employment and with whom the Employee has had material contact or
dealings, where such solicitation or attempted solicitation is
for the purpose of inducing such customers to cease or refrain
from doing business with the Company or the Group or to purchase,
lease or utilize products or services which are competitive with,
or are similar to, or which may be used as substitutes for any
products or services offered or substantially under development
by the Company or the Group at the date of termination of the
Employee's employment;
(ii) solicit or attempt to solicit, directly or indirectly (which
includes working in any capacity for another person, firm or
company) either alone or with others, any prospective customers
of:
(x) the Company; or
(y) any other Group Company for whom the Employee has carried out
work,
with whom either the Employee or another employee for whom the
Employee has management responsibility has at the date of
termination of the Employee's employment or at any time during
the period of 12 months immediately prior to the date of
termination of the Employee's employment carried out negotiations
on behalf of the Company or Group Company where such solicitation
or attempted solicitation is for the purpose of inducing such
prospective customer to refrain from doing business with the
Company or the Group or to purchase, lease or utilize products or
services which are competitive with, or are similar to, or which
may be used as substitutes for any products or services offered
by the Company or the Group; or
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(iii) within the United Kingdom or within any other territory in Europe
in which the Employee was based or with which he was materially
concerned or for which he had management responsibility in any
case at date of termination of the Employee's employment or at
any time during the period of 12 months immediately prior to the
date of termination of the Employee's employment manufacture,
develop or sell, directly or indirectly (which includes working
in any capacity for another person, firm or company) either alone
or with others any products or services of the type sold or under
development by either the Company or any other Group Company
during the 12 months prior to the Employee's termination save
that this clause shall be limited to those products or services
which the Employee sold or developed (or was in charge of one or
more employees who sold and developed those products or services)
during the course of the Employee's employment at any time during
the period of 12 months immediately prior to the termination of
the Employee's employment.
(b) The Employee acknowledges that the Company and the Group have devoted
significant financial and other resources to train its employees and
sales representatives, and that such employees and sales
representatives have access to Confidential Information. Therefore,
the Employee agrees that, for a period of one year after the
termination of his employment with the Company for any reason,
including termination with or without Cause (but not, for the
avoidance of doubt after termination by the Company in breach of the
terms of this Agreement), the Employee shall not:
(i) induce or attempt to induce any employee of the Company or any
Group Company engaged at the date of termination of the
Employee's employment in a managerial, technical or sales
capacity whom the Employee has had material contact with or
management responsibility for at any time during the period of
12 months immediately prior to the date of termination of the
Employee's employment to leave the employ of the Company or
Group Company;
(ii) in any way interfere with the relationship between the Company
and any employee of the Company or Group Company, or
(iii) hire directly or through another entity any person who is an
employee of the Company or any Group Company engaged at the date
of termination of the Employee's employment in a managerial
technical or sales capacity whom the Employee has had material
contact with or management responsibility for at any
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time during the 12 months immediately prior to the date of
termination of the Employee's employment with a view to using
the skills or information held by such employee in connection
with any business which is or intended to be competitive with
the business carried out or substantially under development at
the date of termination of the Employee's employment by the
Company or any Group Company for whom the Employee has carried
out work.
(c) The Employee will not for a period of one year after the termination of
his employment with the Company for any reason in accordance with the
terms of this agreement with or without Cause, (but not, for the avoidance
of doubt, after termination by the Company in breach of the terms of this
Agreement):
(i) induce or attempt to induce any:
(a) customer;
(b) supplier (including, without limitation, any outside
manufacturer, engineer or designer);
(c) licensee;
(d) licensor;
(e) franchisee; or
(f) any other business relation not referred to at sub clauses
(a), (b), (c), (d) and (e) above
of the Company or any Group Company at the date of termination of the
Employee's employment or at any time during the period of 12 months
immediately prior to the date of termination of the Employee's
employment and whom the Employee has had material contact with or
management responsibility for at any time during the 12 months
immediately prior to the date of termination of the Employee's
employment to:
(x) cease doing business with the Company, or the Group;or
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(y) materially alter their terms of business with the Company or
Group Company in a manner detrimental to the Company or Group
Company ;
(ii) in any way interfere with the relationship between the Company
or any Group Company and any customer, supplier, licensee,
licensor, franchisee or other business relation of the Company
or Group Company; or
(iii) make any negative or derogatory statements or communications
concerning the Company or the Group, its officers, employees,
directors, operations, products or other business affairs save
as required by law or a protected disclosure under the Public
Interest Disclosure Act 1998 made in an appropriate way to an
appropriate person having regard to the provisions of that Act.
8. Enforcement Each restriction at paragraphs 5, 6 and 7 above is a separate
and severable restriction. If, at the time of enforcement of paragraph 5, 6
or 7 of this Agreement, a court holds that any of the restrictions stated
herein are unreasonable under circumstances but would be reasonable if part
of such restriction were deleted then the parties agree that the restriction
shall construed as if such unreasonable part of such restriction were
deleted. Because the Employee's services are unique and because the Employee
has access to Confidential Information and Work Product, the parties hereto
agree that money damages would not be an adequate remedy for any breach of
this Agreement. Therefore, in the event a breach or threatened breach of
this Agreement, the Company or its successors or assigns may, in addition to
other rights and remedies existing in their favour, apply to any court of
competent jurisdiction for specific performance and/or injunctive or other
relief in order to enforce, or prevent any violations of, the provisions
hereof.
9. Employee's Representations
The Employee here by represents and warrants to the Company that:
(a) the negotiation, execution, delivery and performance of this Agreement
by the Employee have not, do not and shall not conflict with, breach,
violate or cause a default under any contract, agreement, instrument,
order, judgment or decree to which the Employee is a party or by which
he is bound or any duty to any person (including former employers)
regarding any secret, confidential or proprietary information or any
technology, engineering designs, devices, inventions, physical or
chemical processes, discoveries of any kind ("Technologies");
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(b) the Employee is not a party to or bound by any employment agreement,
non compete agreement or confidentiality agreement with any other
person or entity, except for an agreement with __ dated, __ 2000, a
true and complete copy of which has been provided to the Company; and
(c) upon the execution and delivery of this Agreement by the Company, this
Agreement shall be the valid and binding obligation of the Employee,
enforceable in accordance with its terms.
10. Survival
Paragraphs 5 through 18 shall survive and continue in full force in
accordance with their terms notwithstanding any termination of the
Employment Period.
11. Severability
Whenever possible, each provision of this Agreement shall be interpreted in
such manner as to be effective and valid under applicable law, but if any
provision of this Agreement is held to be invalid, illegal or unenforceable
in any respect under any applicable law or rule in any jurisdiction, such
invalidity, illegality or unenforceability shall not affect any other
provision or any other jurisdiction, but this Agreement shall be reformed,
construed and enforced in such jurisdiction as if such invalid, illegal or
unenforceable provision had never been contained herein.
12. Counterparts
This Agreement may be executed in separate counterparts, each of which is
deemed to be an original and all of which taken together constitute one and
the same agreement.
13. Successors and Assigns
This Agreement is intended to bind and inure to the benefit of and be
enforceable by the Employee, the Company and their respective heirs,
successors and assigns, except that the Employee may not assign his rights
or delegate his obligations hereunder without the prior written consent of
the Company.
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14. Amendment and Waiver
The provisions of this Agreement may be amended or waived only with the
prior written consent of the Company and the Employee, and no course of
conduct or failure or delay in enforcing the provisions of this Agreement
shall affect the validity, binding effect or enforceability of this
Agreement.
15. Disciplinary, Grievance and Suspension
The Employee should refer any grievance he may have about his employment or
about any disciplinary decision relating to him to the Board in writing.
The reference will be dealt with by a majority present at a Board meeting
whose decision shall be final.
The Company shall have the right to suspend the Employee from his duties on
such terms and conditions as the Company shall determine save that the
Company shall be required to continue to pay the Salary and provide all
other contractual benefits to the Employee during any period of suspension.
The Company shall not be required to give any reason for exercising its
right under this clause.
There are no special disciplinary rules affecting the Employee. Any
disciplinary matters will be dealt with by the Board.
16. Amalgamation Reconstruction, Transfer
If the Company is wound up for the purposes of reconstruction or
amalgamation the Employee shall not as a result or by reason of any
termination of the employment hereunder or the redefinition of his duties
within the Company or the Group arising or resulting or from any
reorganisation of the Group have any claim against the Company for damages
for termination of the Appointment or otherwise so long as he shall be
offered employment with any concern or undertaking resulting from such
reconstruction or amalgamation on terms and conditions no less favourable
to the Employee than the terms contained in this agreement.
If the Employee shall at any time have been offered but shall have
unreasonably refused or failed to agree to the transfer of this agreement
by way of novation to a company which has acquired or agreed to acquire the
whole or substantially the whole of the undertaking and assets or not less
than fifty per cent of the equity share capital of the Company the Employee
shall have
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no claim against the Company by reason of the termination of the
Appointment by the Company on one month's notice to the Employee given
within one month of such offer.
17. Appointment as a Director.
The appointment of the Employee as a director of the Company or any Group
Company does not amount to a term of employment and the Company reserves
the right to remove any such directorship at any time for any reason.
Where the Company exercises this right, this shall not amount to a breach
of this agreement and shall not give rise to a claim for damages or
compensation.
18. Following Notice of Termination
(a) Upon notice to terminate the Appointment being given by either party
to the other then at any time after that notice has been given by the
Company or the Employee, if requested by the Company:
(i) The Employee shall upon the request of the Company resign from
all (if any) offices held by him in the Company or any Group
company and all (if any) trusteeships held by him of any
pension scheme or any trust established or subscribed to/by the
Company and any Group company and in the event of his failure
to do so the Company is hereby irrevocably authorised to
appoint some person in his name and on his behalf to sign on
behalf of the Employee all documents and do all things
necessary to constitute and give effect to such resignation;
(ii) the Employee shall immediately return to the Company all
correspondence, documents, papers, memoranda, notes, records
such as may be contained in magnetic media or other forms of
computer storage, videos, tapes (whether or not prepared or
produced by him) and any copies thereof charge and credit cards
and all other property (including any car) belonging to the
Company which may be in the Employee's possession or under his
control;
(iii) the Employee shall if requested send to the Company Secretary a
signed statement confirming that he has complied with sub-
clause a (ii) above
(b) The Employee shall not at any time after the termination of the
Appointment represent himself as being in any way connected with or
interested in the Business of the Company or the Group Company.
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(c) Upon notice to terminate the Appointment being given by the Company or the
Employee then at any time after such notice is given by the Company or the
Employee if requested by the Company the Employee will:
(i) immediately return to the Company all documentation including any
copies articles or property in his possession custody or control
belonging to the Company or any Group company;
(ii) immediately return to the Company all documentation or articles which
contain records of confidential information concerning the company or
any Group company;
(iii) not during the notice period contact or deal with customers suppliers
or employees of the Company or any Group company
(iv) not unless otherwise requested during the notice period enter onto the
premises of the Company or any Group Company without the prior written
consent of the Board
PROVIDED THAT during the notice period the Company will continue to pay
and/or make available the Salary and other contractual benefits under this
agreement.
(d) In the event that the Company exercises its rights under clause 19(c) then
the period spent between the Company exercising such rights and the expiry
of the notice period shall be set off against and reduce the restrictive
periods set out in clauses 7(a) (b) and (c) of this agreement.
(j) The Company shall have no duty to provide the Employee with work during
any notice period for termination and the Employee shall not commence
any employment with any third party during such period..
19. Miscellaneous And Employment Rights Act Particulars
(a) It is intended that the Employee's office will be located in ,
Scotland area, although Employee acknowledges that he will be required
to travel to, and spend substantial time at, various facilities and
operations of the Group, and travel to customers of the Group,
including those located outside the United Kingdom, as necessary for
the proper performance of his duties.
(b) The Company's holiday year runs from August 1 to July 31 each year. In
addition to normal bank and public holidays the Employee is entitled
to working days paid holiday
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during each holiday year to be taken at such time as the board of
directors of the Company may from time to time approve paid at the
rate of Base Salary. Holiday entitlement is inclusive of statutory
holiday under the Working Time Regulations 1998. Untaken holiday in
any year may not be carried forward to any following holiday year and
will be forfeit without payment in lieu. In the year in which the
Employee's employment begins or terminates the Employee shall be
entitled to a pro rata proportion of annual holiday entitlement. On
termination the Employee shall be entitled to be paid at the rate of
Base Salary in lieu of any accrued but untaken holiday entitlement and
shall repay the Company in respect of any holiday taken in excess of
accrued holiday entitlement and the Company is authorized to deduct
such amount from any salary or other sums due to the Employee in
connection with his employment or its termination. The Company
reserves the right to require any untaken holiday to be taken during
any notice period for termination. The provisions of this clause
replace regulations 15(1) to 15(4) inclusive of the Working Time
Regulations 1998.
(c) In the event of absence due to sickness or injury the Employee must
comply with any procedures laid down by the Company from time to time
regarding reporting such absence and providing medical and self
certificates in respect of such absence and shall be subject to the
sick pay policies generally applicable to other U.K. employees of the
Group.
(d) There are no pension provisions applicable to this employment.
(e) There are no collective agreements in force which affect the terms and
conditions of the employment.
(f) The Employees period of continuous employment with the Company
commenced on August 1, 2000. No previous employment shall count
towards the Employee's continuous employment.
(g) The Company is authorized to deduct any sums due to the Company from
the Employee from salary or any other sums due to the Employee during
or on termination of his employment.
(h) This agreement is in substitution for all previous contracts of
service between the Company and the Employee (if any) and any such
agreements shall be deemed to have been terminated by mutual consent
as from the date on which the Appointment commenced.
(i) This agreement shall be construed in accordance with English law;
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<PAGE>
SIGNED as a deed by IAN MACK in the )
presence of: )
Witness Signature:
Full Name:
Address:
Occupation:
EXECUTED as a deed by NOSLO LTD. )
Acting by two directors or one director )
and the secretary )
Director
Director/Secretary
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