高级职员雇佣合同翻译

DATED ----
between
[EMPLOYER'S NAME]
and
[EMPLOYEE'S NAME]
CONTENTS OF CLAUSE
1. Interpretation 定义
2. Term of appointment 聘用期
3. Duties 工作职责
4. Place of work 工作地点
5. Hours of work 工作时间
6. Salary 薪酬
7. Expenses 其他费用
8. Relocation expenses 行李搬运费用
9. Bonus 奖金
10. Permanent health insurance 工作健康保险
11. Life assurance 人寿保险
12. Private medical insurance 医疗保险
13. Car 用车
14. Car Allowance 用车补贴
15. Holidays 假日
16. Incapacity 不能胜任工作
17. Outside interests 其他利益关系
18. Confidential information 保密信息
19. Intellectual property 知识产权
20. Directorship 董事职务
21. Termination 协议的终止
22. Change of control 公司管理层的变动
23. Garden leave 停职待命
24. Obligations upon termination 协议终止后的义务
25. Post-termination restrictions 协议终止后的限制
26. Disciplinary and grievance procedures 对公司不满的投诉
27. Pensions 退休金
28. Data protection 数据保护
29. Collective agreement 集体协议
30. Reconstruction and amalgamation 公司的重组与合并
31. Notices 通知
32. Entire agreement [and previous contracts] 合同的完整性(及先前合同)
33. Variation 变更
34. Counterparts 副本
35. Third party rights 第三方权利
36. Governing law and jurisdiction 管辖法与司法属地
THIS AGREEMENT is dated [DATE]
PARTIES
(1) [FULL COMPANY NAME] incorporated and registered in England and Wales with company number [NUMBER] whose registered office is at [REGISTERED OFFICE ADDRESS] (Company).
(2) [EMPLOYEE'S NAME] of [ADDRESS] (Employee).
AGREED TERMS
1. INTERPRETATION
1.1 The definitions and rules of interpretation in this clause 1.1 apply in this agreement.
Agreed Sum: an amount equivalent to the gross value of [one year's] basic salary as specified in [clause 6] [less any sums paid to the Employee by way of notice or payment in lieu of notice].
Appointment: the employment of the Employee by the Company on the terms of this agreement.
Associated Employer: has the meaning given to it in the Employment Rights Act 1996.
Board: the board of directors of the Company (including any committee of the board duly appointed by it).
Capacity: as agent, consultant, director, employee, owner, partner, shareholder or in any other capacity.
Commencement Date: [DATE OF COMMENCEMENT OF EMPLOYMENT].
Confidential Information: information (whether or not recorded in documentary form, or stored on any magnetic or optical disk or memory) relating to the business, products, affairs and finances of [the Company OR any Group Company] for the time being confidential to [the Company OR any Group Company] and trade secrets including, without limitation, technical data and know-how relating to the business of [the Company OR any Group Company] or any of [its OR their] business contacts, including in particular (by way of illustration only and without limitation) [EXAMPLES].
Control: in relation to a body corporate, the power of a person to secure that the affairs of the body corporate are conducted in accordance with the wishes of that person (or persons):
(a) by means of the holding of shares, or the possession of voting power, in or in relation to, that or any other body corporate; or
(b) by virtue of any powers conferred by the constitutional or corporate documents, or any other document, regulating that or any other body corporate,
and a Change of Control occurs if a person who controls any body corporate ceases to do so or if another person acquires control of it, but does not occur in the circumstances described in [clause 30].
Employee's family: the Employee's spouse or civil partner and children under the age of [AGE].
Employment Inventions: any invention which is made wholly or partially by the Employee at any time in the course of his employment with the Company (whether or not during working hours or using Company premises or resources, and whether or not recorded in material form).
Employment IPRs: Intellectual Property Rights created by the Employee in the course of his employment with the Company (whether or not during working hours or using Company premises or resources).
FSA: the Financial Services Authority.
Garden Leave: any period during which the Company has exercised its rights under [clause 23].
Group Company: the Company, any company of which it is a Subsidiary (its holding company) and any Subsidiaries of the Company or of any such holding company.
Incapacity: any sickness or injury which prevents the Employee from carrying out his duties.
Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trade marks, trade names and domain names, rights in get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, topography rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Invention: any invention, idea, discovery, development, improvement or innovation, whether or not patentable or capable of registration, and whether or not recorded in any medium.
Pre-Contractual Statement: any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to this agreement or not) relating to the Employee's employment under this agreement which is not expressly set out in this agreement [or any documents referred to in it].
Restricted Business: [the business of [DETAILS] OR those parts of the business of the Company [and any Group Company]] with which the Employee was involved to a material extent in the [PERIOD] months prior to Termination.
Restricted Customer: any firm, company or person who, during the [PERIOD] months prior to Termination, was a [customer of or in the habit of dealing with] the Company [or any Group Company] with whom the Employee had contact [or about whom he became aware or informed] in the course of his employment.
Restricted Person: anyone employed [or engaged] by the Company [or any Group Company] [at the level of [POSITION] or above OR and who could materially damage the interests of the Company [or any Group Company] if they were involved in any Capacity in any business concern which competes with any Restricted Business] and with whom the Employee dealt in the [PERIOD] months prior to Termination in the course of his employment.
Staff Handbook: the Company's staff handbook as amended from time to time.
Subsidiary: in relation to a company (a holding company) means a subsidiary (as defined in section 736 of the Companies Act 1985) and any other company which is a subsidiary (as so defined) of a company which is itself a subsidiary of such holding company.
Termination: the termination of the Employee's employment with the Company however caused including, without limitation, termination by the Company in repudiatory breach of contract.
UKListing Authority: the FSA in its capacity as the competent authority for the purposes of part VI of the Financial Services and Markets Act 2000.
Working Time Regulations: the Working Time Regulations 1998.
1.2 The headings in this agreement are inserted for convenience only and shall not affect its construction.
1.3 A reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.
1.4 A reference to one gender includes a reference to the other gender.
1.5 The schedules to this agreement form part of (and are incorporated into) this agreement.
2. TERM OF APPOINTMENT
2.1 The Company shall employ the Employee and the Employee shall serve the Company on the terms of this agreement.
Indefinite term
[The Appointment shall [commence OR be deemed to have commenced] on the Commencement Date and shall continue, subject to the remaining terms of this agreement, until terminated by either party giving the other not less than [NUMBER] [months' or weeks'] prior notice in writing.
OR
Pure fixed term
The Appointment shall [commence OR be deemed to have commenced] on the Commencement Date and shall continue, subject to the remaining terms of this agreement, until it terminates on [DATE] without the need for notice.
OR
Fixed term subject to notice within the fixed term
The Appointment shall [commence OR be deemed to have commenced] on the Commencement Date and shall continue, subject to the remaining terms of this agreement, until it terminates on [DATE] without the need for notice unless previously terminated by either party giving the other not less than [NUMBER] months notice in writing.
Initial fixed term followed by notice
OR
The Appointment shall [commence OR be deemed to have commenced] on the Commencement Date and, subject to the remaining terms of this agreement, shall be for an initial fixed term of [NUMBER] months expiring on [DATE] (Expiry Date) and shall continue thereafter unless or until terminated by either party giving the other not less than [NUMBER] months notice in writing, expiring on or after the Expiry Date.]
2.2 [The first [NUMBER] month[s] of the Appointment shall be a probationary period and the Appointment may be terminated during this period at any time on [one week's] prior notice. The Company may, at its discretion, extend this period for up to a further [NUMBER] months. During this probationary period the Employee's performance and suitability for continued employment will be monitored. [At the end of the probationary period the Employee will be informed in writing if he has successfully completed his probationary period.]
2.3 The Appointment shall terminate on the date that the Employee reaches [[AGE] OR such age as may from time to time be determined by the [Company OR Board] as the normal retirement age].
2.4 [No employment with a previous employer OR The Employee's employment with [NAME], which commenced on [DATE]] counts towards the Employee's period of continuous employment with the Company.
2.5 The Employee represents and warrants to the Company that, by entering into this agreement or performing any of his obligations under it, he will not be in breach of any court order or any express or implied terms of any contract or other obligation binding on him [and undertakes to indemnify the Company against any claims, costs, damages, liabilities or expenses which the Company may incur as a result if he is in breach of any such obligations].
2.6 The Employee warrants that he is entitled to work in the United Kingdom without any additional approvals and will notify the Company immediately if he ceases to be so entitled during the Appointment.
2.7 [The Employee warrants that he holds [PROFESSIONAL QUALIFICATION] and shall continue at all times during the Appointment to be so qualified. The Employee shall immediately notify the Company if he ceases to hold [PROFESSIONAL QUALIFICATION] during the Appointment.]
2.8 The Employee consents to the transfer of his employment under this agreement to an Associated Employer at any time during the Appointment.
3. DUTIES
3.1 The Employee shall serve the Company as [JOB TITLE] [or such other role as the Company considers appropriate].
3.2 During the Appointment the Employee shall:
(a) [act as a director of the Company and carry out duties on behalf of any other Group Company including, if so required by the Board, acting as an officer or consultant of any such Group Company;]
(b) [comply with the articles of association (as amended from time to time) of any Group Company of which he is a director;]
(c) [abide by his fiduciary duties to [the Company OR any Group Company of which he is a director;]
(d) [not do anything that would cause him to be disqualified from acting as a director;]
(e) [do such things as are necessary to ensure compliance by himself and [the Company OR any relevant Group Company] with the Combined Code on Corporate Governance of the UK Listing Authority (as amended from time to time);]
(f) [comply with all requirements, recommendations or regulations, as amended from time to time, of the UK Listing Authority (including the Model Code for transactions in securities by directors and certain senior executives of listed companies, a copy of which is available from [POSITION]), the FSA and all regulatory authorities relevant to [the Company OR any Group Company] and any code of practice issued by the Company (as amended from time to time) relating to dealing in the securities of [the Company OR any Group Company];]
(g) [comply with the requirements under both legislation and regulation as to the disclosure of inside information;]
(h) unless prevented by Incapacity, devote the whole of his time, attention and abilities to the business of the Company [or any other Group Company];
(i) diligently exercise such powers and perform such duties as may from time to time be assigned to him by the [Company OR Board] [together with such person or persons as the [Company OR Board] may appoint to act jointly with him];
(j) comply with all reasonable and lawful directions given to him by the [Company OR Board];
(k) promptly make such reports to [[POSITION] OR the Board] in connection with the affairs of [the Company OR any Group Company] on such matters and at such times as are reasonably required;
(l) report his own wrongdoing and any wrongdoing or proposed wrongdoing of any other employee or director of [the Company OR any Group Company] to [[POSITION] OR the Board] immediately on becoming aware of it;
(m) use his best endeavours to promote, protect, develop and extend the business of [the Company OR any Group Company];
(n) consent to the Company monitoring and recording any use that he makes of the Company's electronic communications systems for the purpose of ensuring that the Company's rules are being complied with and for legitimate business purposes; and
(o) comply with any electronic communication systems policy that the Company may issue from time to time.
3.3 [The Employee's attention is drawn to the Staff Handbook (containing various rules and procedures) which [has been given to the Employee OR is available from [POSITION]]. The Staff Handbook does not form part of the Employee's contract of employment with the Company. For the avoidance of doubt, to the extent that there is any conflict between the terms of this agreement and the Staff Handbook, this agreement shall prevail.]
3.4 All documents, manuals, hardware and software provided for the Employee's use by the Company, and any data or documents (including copies) produced, maintained or stored on the Company's computer systems or other electronic equipment (including mobile phones), remain the property of the Company.
4. PLACE OF WORK
4.1 The Employee's normal place of work is [LOCATION] or such other place within [REASONABLE AREA] which the [Company OR Board] may reasonably require for the proper performance and exercise of his duties.
4.2 The Employee agrees to travel on [the Company OR any Group Company's] business (both within the United Kingdom or abroad) as may be required for the proper performance of his duties under the Appointment.
4.3 [During the Appointment the Employee shall not be required to work outside the United Kingdom for any continuous period of more than one month.
OR
The Employee shall also be required to work outside the United Kingdom (UK) in [TOWN, COUNTRY] from [DATE] to [DATE] (Overseas Assignment).
4.4 During the Overseas Assignment:
(a) the Employee's place of work shall be [ADDRESS];
(b) the Employee's holiday entitlement shall remain [NUMBER] working days a year, but the Employee shall be entitled to the public holidays in [COUNTRY], rather than the usual public holidays in [England and Wales];
(c) the Employee shall be paid the equivalent of the salary (as referred to in [clause 6]) in [CURRENCY] monthly in arrears on or about the [DATE] of each month directly into a bank account which the Employee shall open in [COUNTRY]. The equivalent to the Employee's salary in the local currency shall be determined by the Company's bank at the rate of exchange applying when making the payment. [the Employee may be subject to tax and social security contributions in [COUNTRY]. The Company shall make whatever deductions for tax or other social security contributions as are necessary and which it may be advised to make, either in the UK or [COUNTRY]];
(d) [the Company shall pay for the cost of [economy class] travel for the Employee [and the Employee's family] at the start and end of the Overseas Assignment and for [NUMBER] trips to the UK in each year of the Overseas Assignment;]
(e) the Company shall provide accommodation for the Employee [and the Employee's family] in [COUNTRY] which is convenient for the proper performance of the Employee's duties and shall pay the local taxes in respect of the property and the cost of insuring and maintaining it;
(f) the Company shall contribute £[AMOUNT] towards the cost of removal of the Employee's [and the Employee's family's] possessions from the UK to [COUNTRY] and related insurance costs; and
(g) [ANY OTHER BENEFITS OR CONTINUATION OF EXISTING BENEFITS].
4.5 At the conclusion of the period of your Overseas Assignment:
(a) the provisions of [clause 4.4] shall cease to apply, in particular:
(i) the Employee shall return to his normal place of work, as specified in [clause 4.1]; and
(ii) the Employee's salary shall be paid in accordance with [clause 6]; and
(b) the Company shall contribute £[AMOUNT] towards the cost of removal of the Employee's [and the Employee's family's] possessions from [COUNTRY] to the UK and related insurance costs.]
5. HOURS OF WORK
5.1 [The Employee's normal working hours shall be [TIME] to [TIME] on [Mondays] to [Fridays] and such additional hours as are necessary for the proper performance of his duties. The Employee acknowledges that he shall not receive further remuneration in respect of such additional hours.
OR
The Employee shall work [NUMBER] hours on such days in the week as are agreed between the parties at least [one week] in advance.The Employee acknowledges that he shall not receive further remuneration in respect of such additional hours.
OR
The Employee shall work [NUMBER] days each week on such days as are agreed between the parties at least [one week] in advance, provided that the Employee's total hours in such week do not exceed [NUMBER] hours. The Employee acknowledges that he shall not receive further remuneration in respect of such additional hours].
5.2 [The parties each agree that the nature of the Employee's position is such that his working time cannot be measured and, accordingly, that the Appointment falls within the scope of regulation 20 of the Working Time Regulations.]
6. SALARY
6.1 The Employee shall be paid an initial salary of £[AMOUNT] per annum (inclusive of any fees due to the Employee by [the Company OR any Group Company] as an officer of [the Company OR any Group Company]).
6.2 The Employee's salary shall accrue from day to day and be payable [monthly] in arrears [on or about the [DATE] of each month] directly into the Employee's bank or building society.
6.3 The Employee's salary shall be reviewed by [[POSITION] OR the Board] annually, the first such review to take place on [DATE]. The Company is under no obligation to award an increase following a salary review. There will be no review of the salary after notice has been given by either party to terminate the Appointment.
6.4 The Company may deduct from the salary, or any other sums owed to the Employee, any money owed to [the Company OR any Group Company] by the Employee.
7. EXPENSES
7.1 The Company shall reimburse (or procure the reimbursement of) all reasonable expenses wholly, properly and necessarily incurred by the Employee in the course of the Appointment, subject to production of receipts or other appropriate evidence of payment.
7.2 The Employee shall abide by the Company's policies on expenses as communicated to him from time to time.
7.3 [Any credit card supplied to the Employee by the Company shall be used only for expenses incurred by him in the course of the Appointment.]
8. RELOCATION EXPENSES
8.1 Subject to production of VAT receipts or other appropriate evidence of payment, the Company shall reimburse the Employee up to a maximum of £[AMOUNT] in respect of costs incurred by him in relocating to accommodation within [a reasonable daily travelling distance of OR [NUMBER] miles from] the Company's offices at [DETAILS] (Relocation Expenses). Relocation Expenses may include [DETAILS] but shall exclude [DETAILS].
8.2 The first £8,000 of the Relocation Expenses shall be paid without deduction of income tax and national insurance contributions to the extent that the Relocation Expenses qualify for the exemption set out in Chapter 7 of Part 4 of the Income Tax (Earnings and Pensions) Act 2003 and Schedule 3 of Part 8 of the Social Security (Contribution) Regulations 2001 respectively. For the avoidance of doubt, income tax and national insurance contributions shall be deducted from the remainder of the Relocation Expenses (if any) in the usual way.
8.3 The Employee shall indemnify the Company on a continuing basis in relation to any income tax and national insurance contributions (save for employers' national insurance contributions), including any related interest, penalties, costs and expenses, which may be incurred by the Company if the exemption referred to in [clause 8.2] does not apply.
8.4 Save in the circumstances set out in [clause 8.5], the Employee shall repay the Company as follows:
(a) if he ceases employment during the period of 12 months after the first expenses payment made by the Company under this clause, 100% of the Relocation Expenses shall be repaid;
(b) if he ceases employment between 13 and 24 months after the first expenses payment made by the Company under this clause, [66]% of the Relocation Expenses shall be repaid; or
(c) if he ceases employment between 25 and 36 months after the first expenses payment made by the Company under this clause, [33]% of the Relocation Expenses shall be repaid.
Thereafter, no repayment shall be required.
8.5 [clause 8.4] shall not apply if:
(a) the Company terminates the Appointment in breach of the terms of this agreement (other than for cause pursuant to [clause 21.4]; or
(b) the Employee terminates the Appointment in response to a fundamental breach of contract by the Company.
9. BONUS
9.1 The [Company OR Board] may in its absolute discretion pay the Employee a bonus of such amount, at such intervals and subject to such conditions as the [Company OR Board] may in its absolute discretion determine [from time to time OR taking into account specific performance targets, ] [to be notified to the Employee OR as agreed between the Employee and [the Company OR Board] from time to time].
9.2 Any bonus payment to the Employee shall be purely discretionary and shall not form part of the Employee's contractual remuneration under this agreement. If the Company makes a bonus payment to the Employee [in respect of a particular financial year of the Company (being the period from [DATE] to [DATE])], it shall not be obliged to make subsequent bonus payments [in respect of subsequent financial years of the Company].
9.3 [The Company may alter the terms of any bonus targets or withdraw them altogether at any time without prior notice.]
9.4 [Notwithstanding [clause 9.1], the Employee shall in any event have no right to a bonus or a time-apportioned bonus if:
(a) he has not been employed throughout the whole of the relevant financial year of the Company; or
(b) his employment terminates for any reason or he is under notice of termination (whether given by the Employee or the Company) at or prior to the date when a bonus might otherwise have been payable].
9.5 Any bonus payable in accordance with [clause 9.1] shall not be pensionable.
10. PERMANENT HEALTH INSURANCE
10.1 [After successful completion of the probationary period referred to in [clause 2.2]] the Employee shall be entitled to participate in the Company's permanent health insurance scheme at the Company's expense, subject to:
(a) the terms of the Company's scheme, as amended from time to time;
(b) the rules or insurance policy of the relevant insurance provider, as amended from time to time; and
(c) the Employee satisfying the normal underwriting requirements of the relevant insurance provider and the premium being at a rate which the Company considers reasonable.
Full details of the scheme are available from [POSITION].
10.2 The Company shall only be obliged to make payments to the Employee under the scheme [if it has received payment from the insurance provider for that purpose OR if the Employee is not receiving benefits from the insurance provider directly].
10.3 The Company in its sole and absolute discretion reserves the right to discontinue, vary or amend the scheme (including the level of the Employee's cover) at any time on reasonable notice to the Employee.
10.4 If the insurance provider refuses for any reason to provide permanent health insurance benefit to the Employee, the Company shall not be liable to provide to the Employee any replacement benefit of the same or similar kind or to pay any compensation in lieu of such benefit.
10.5 If the Employee is receiving benefits under the Company's permanent health insurance scheme:
(a) [he shall resign as a director of [the Company OR any Group Company] if so requested by the Company; and]
(b) the Company shall be entitled to appoint a successor to the Employee to perform all or any of the duties required of the Employee under the terms of the Appointment and the Employee's duties shall be amended accordingly.
11. LIFE ASSURANCE
11.1 [After successful completion of the probationary period referred to in [clause 2.2], the Employee shall be entitled to participate in the Company's life assurance scheme which shall pay to the Employee's dependents a sum equal to [SPECIFY] times the Employee's salary if the Employee dies during the Appointment. Participation is subject to:
(a) the terms of the Company's life assurance scheme, as amended from time to time;
(b) the rules or the insurance policy of the relevant insurance provider, as amended from time to time; and
(c) the Employee satisfying the normal underwriting requirements of the relevant insurance provider and the premium being at a rate which the Company considers reasonable.
Full details of the scheme are available from [POSITION].
11.2 If the insurance provider refuses for any reason to provide life assurance benefit to the Employee the Company shall not be liable to provide to the Employee any replacement benefit of the same or similar kind or to pay any compensation in lieu of such benefit.
11.3 The Company in its sole and absolute discretion reserves the right to discontinue, vary or amend its life assurance scheme (including the level of the Employee's cover) at any time on reasonable notice to the Employee.
12. PRIVATE MEDICAL INSURANCE
12.1 [After successful completion of the probationary period referred to in [clause 2.2]] the Employee [and the Employee's family] shall be entitled to participate in the Company's private medical insurance scheme subject to:
(a) the terms of that scheme, as amended from time to time;
(b) the rules or insurance policy of the relevant insurance provider, as amended from time to time; and
(c) the Employee [and his spouse or civil partner and any children under the age of 18] satisfying the normal underwriting requirements of the relevant insurance provider and the premium being at a rate which the Company considers reasonable.
Full details of the Company's private medical insurance scheme are available from [POSITION].
12.2 If the insurance provider refuses for any reason to provide private medical insurance benefit to the Employee [or to the Employee's family] the Company shall not be liable to provide any replacement benefit of the same or similar kind or to pay any compensation in lieu of such benefit.
12.3 The Company in its sole and absolute discretion reserves the right to discontinue, vary or amend the scheme (including the level of the Employee's cover) at any time on reasonable notice to the Employee.
13. CAR
13.1 [Provided that the Employee holds a current full driving licence,] the Company shall supply the Employee with a car of such make, model and value as is determined by [the Company OR the Board OR reference to the Company's car policy from time to time] for his sole business [and private] use. [The Company may at its discretion permit the personal use of the car by the Employee or his spouse or civil partner, but permission for such personal use may be withdrawn at any time.]
13.2 The Company shall be responsible for payment of all reasonable standing and running costs of the car including insurance, tax, MOT, maintenance and repair and shall [bear the cost of fuel incurred during business [and private] mileage OR reimburse the Employee for the cost of fuel properly incurred during business [and private] mileage [at an agreed rate OR at a rate specified in the Company's car policy from time to time]].
13.3 The Company shall replace the car at such times as are [decided by the Board OR specified in the Company's car policy] from time to time.
13.4 The Employee shall:
(a) take good care of the car and ensure that the provisions of [the Company's car policy as amended from time to time and] any policy of insurance relating to the car are observed;
(b) pay all expenses directly connected with the Employee's [and his spouse's] private use of the car;
(c) be responsible for payment of all fines incurred for traffic offences and parking fines;
(d) notify the Company of any accidents involving the car (whether or not these take place while the Employee is on business);
(e) immediately inform the Company if he is convicted of a driving offence or disqualified from driving; and
(f) return the car, its keys and all documents relating to it to [the Company's registered office] or such other place as the Company may reasonably stipulate immediately upon the termination of the Appointment howsoever arising or upon the Employee becoming no longer legally entitled to drive.
13.5 The Company shall have the right to terminate the Appointment [without prior notice or payment in lieu of notice] if the Employee is [convicted of a driving offence or] disqualified from driving. OR
14. CAR ALLOWANCE
14.1 [Provided that the Employee holds a current driving licence,] the Employee shall receive a car allowance for use of the Employee's own car of £[AMOUNT] per annum which shall be payable together with and in the same manner as the salary in accordance with [clause 6]. The car allowance shall not be treated as part of the basic salary for any purpose and shall not be pensionable.
14.2 The Company shall reimburse the Employee in respect of fuel costs for business miles [at the Company's business mileage rate OR at HM Revenue and Customs approved rates] [and reasonable private mileage].
14.3 The Employee shall immediately inform the Company if he is disqualified from driving and shall cease to be entitled to receive the allowance under [clause 14.1] [or reimbursement of fuel expenses under [clause 14.2].
15. HOLIDAYS
15.1 The Employee shall be entitled to [NUMBER] days' paid holiday in each holiday year [(calculated on a pro rata basis by reference to a full-time entitlement of [NUMBER] days holiday each year)] together with [the usual] public holidays in England and Wales. The Company's holiday year runs between [DATE] and [DATE]. If the Appointment commences part way through the holiday year, the Employee's holiday entitlement during the first year of the Appointment shall be calculated on a pro-rata basis, rounded up to the nearest whole day.
15.2 Holiday shall be taken at such time or times as shall be approved in advance by [POSITION]. The Employee shall not [without the consent of [[POSITION] OR the Board] carry forward any accrued and unused holiday entitlement to a subsequent holiday year, nor receive any payment in lieu in respect of such entitlement, save as provided in [clause 15.3].
15.3 On termination of the Appointment, the Employee shall be entitled to be paid in lieu of accrued but untaken holiday [save that, where such termination is pursuant to [clause 21.4] or follows the Employee's resignation in breach of [clause 2.1], such accrued but untaken holiday shall be based on the Employee's minimum holiday entitlement under the Working Time Regulations only and not on his entitlement under [clause 15.1]. For these purposes any paid holiday that has been taken by the Employee (including any paid holiday on public holidays) shall be deemed first to be statutory paid holiday]. The amount of the payment in lieu shall be calculated on the basis that each day of paid holiday is equal to 1/260 of the salary.
15.4 If the Employee has taken more holiday than his accrued entitlement at the date of termination of the Appointment, the Company shall be entitled to deduct the appropriate amount from any payments due to the Employee (on the basis that each day of paid holiday is equal to 1/260 of the salary).
15.5 If either party has served notice to terminate the Appointment, the [Company OR Board] may require the Employee to take any accrued but unused holiday entitlement during the notice period or, if applicable, any such holiday shall be deemed to be taken during any period of Garden Leave.
15.6 [During any continuous period of absence due to Incapacity of [one month or more] the Employee shall only accrue statutory holiday under the Working Time Regulations and not contractual holiday (as set out in clause 15.1).]
16. INCAPACITY
16.1 Subject to the Employee's compliance with the Company's sickness absence procedures (as amended from time to time), he shall continue to receive his full salary and contractual benefits during any period of absence due to Incapacity for up to an aggregate of [NUMBER] weeks in any [52] week period. Such payment shall be inclusive of any statutory sick pay due in accordance with applicable legislation in force at the time of absence.
16.2 The Employee agrees to consent to medical examinations (at the Company's expense) by a doctor nominated by the Company should the Company so require. The Employee agrees that any report produced in connection with any such examination may be disclosed to the Company and the Company may discuss the contents of the report with the relevant doctor.
16.3 If the Incapacity is or appears to be occasioned by actionable negligence, nuisance or breach of any statutory duty on the part of a third party in respect of which damages are or may be recoverable, the Employee shall immediately notify the Board of that fact and of any claim, compromise, settlement or judgment made or awarded in connection with it and all relevant particulars that the Board may reasonably require. The Employee shall if required by the [Company OR Board], refund to the Company that part of any damages or compensation recovered by him relating to the loss of earnings for the period of the Incapacity as the Board may reasonably determine less any costs borne by him in connection with the recovery of such damages or compensation, provided that the amount to be refunded shall not exceed the total amount paid to the Employee by the Company in respect of the period of Incapacity.
16.4 The Company may terminate the Appointment by giving the notice specified in [clause 2.1] or under [clause 21] even when, as a result of such termination, the Employee would or might forfeit any entitlement to benefit from sick pay under [clause 16], or permanent health insurance under [clause 10] save that the Company shall not terminate the Appointment solely on grounds of the Employee's Incapacity where such an entitlement or benefit would or might be forfeited.

17. OUTSIDE INTERESTS
17.1 Subject to [clause 17.2], during the Appointment the Employee shall not, except as a representative of the Company or with the prior written approval of the [Company OR Board], whether paid or unpaid, be directly or indirectly engaged, concerned or have any financial interest in any Capacity in any other business, trade, profession or occupation (or the setting up of any business, trade, profession or occupation).
17.2 Notwithstanding [clause 17.1], the Employee may hold an investment by way of shares or other securities of not more than [5]% of the total issued share capital of any company (whether or not it is listed or dealt in on a recognised stock exchange) where such company does not carry on a business similar to or competitive with any business for the time being carried on by [the Company OR any Group Company].
17.3 The Employee agrees to disclose to the [Company OR Board] any matters relating to his spouse or civil partner (or anyone living as such), children or parents which may, in the reasonable opinion of the [Company OR Board], be considered to interfere, conflict or compete with the proper performance of the Employee's obligations under this agreement.
18. CONFIDENTIAL INFORMATION
18.1 The Employee acknowledges that in the course of the Appointment he will have access to Confidential Information. The Employee has therefore agreed to accept the restrictions in this [clause 18].
18.2 The Employee shall not (except in the proper course of his duties), either during the Appointment or at any time after its termination (howsoever arising), use or disclose to any person, company or other organisation whatsoever (and shall use his best endeavours to prevent the publication or disclosure of) any Confidential Information. This restriction does not apply to:
(a) any use or disclosure authorised by the Board or required by law; or
(b) any information which is already in, or comes into, the public domain other than through the Employee's unauthorised disclosure; or
(c) prevent the Employee from making a protected disclosure within the meaning of section 43A of the Employment Rights Act 1996.
19. INTELLECTUAL PROPERTY
19.1 The Employee acknowledges that all Employment IPRs, Employment Inventions and all materials embodying them shall automatically belong to the Company to the fullest extent permitted by law. To the extent that they do not vest in the Company automatically, the Employee holds them on trust for the Company.
19.2 The Employee acknowledges that, because of the nature of his duties and the particular responsibilities arising from the nature of his duties, he has, and shall have at all times while he is employed by the Company, a special obligation to further the interests of the Company.
19.3 To the extent that legal title in any Employment IPRs or Employment Inventions does not vest in the Company by virtue of [clause 19.1], the Employee agrees, immediately upon creation of such rights and inventions, to offer to the Company in writing a right of first refusal to acquire them on arm´s length terms to be agreed between the parties. If the parties cannot agree on such terms within [30] days of the Company receiving the offer, the Company shall refer the dispute to an arbitrator who shall be appointed by the President of [RELEVANT INSTITUTE]. The arbitrator's decisions shall be final and binding on the parties, and the costs of arbitration shall be borne equally by the parties. The Employee agrees that the provisions of this [clause 19] shall apply to all Employment IPRs and Employment Inventions offered to the Company under this [clause 19.3] until such time as the Company has agreed in writing that the Employee may offer them for sale to a third party.
19.4 The Employee agrees:
(a) to give the Company full written details of all Employment Inventions [which relate to or are capable of being used in the business of [the Company OR any Group Company]] promptly on their creation;
(b) at the Company's request and in any event on the termination of his employment to give to the Company all originals and copies of correspondence, documents, papers and records on all media which record or relate to any of the Employment IPRs;
(c) not to attempt to register any Employment IPR nor patent any Employment Invention unless requested to do so by the Company; and
(d) to keep confidential each Employment Invention unless the Company has consented in writing to its disclosure by the Employee.
19.5 The Employee waives all his present and future moral rights which arise under the Copyright Designs and Patents Act 1988, and all similar rights in other jurisdictions relating to any copyright which forms part of the Employment IPRs, and agrees not to support, maintain nor permit any claim for infringement of moral rights in such copyright works.
19.6 The Employee acknowledges that, except as provided by law, no further remuneration or compensation other than that provided for in this agreement is or may become due to the Employee in respect of his compliance with this clause. This clause is without prejudice to the Employee´s rights under the Patents Act 1977.
19.7 The Employee undertakes to use his best endeavours to execute all documents and do all acts both during and after his employment by the Company as may, in the opinion of the [Company OR Board], be necessary or desirable to vest the Employment IPRs in the Company, to register them in the name of the Company and to protect and maintain the Employment IPRs and the Employment Inventions. Such documents may, at the Company's request, include waivers of all and any statutory moral rights relating to any copyright works which form part of the Employment IPRs. The Company agrees to reimburse the Employee's reasonable expenses of complying with this [clause 19.7].
19.8 The Employee agrees to give all necessary assistance to the Company to enable it to enforce its Intellectual Property Rights against third parties, to defend claims for infringement of third party Intellectual Property Rights and to apply for registration of Intellectual Property Rights, where appropriate throughout the world, and for the full term of those rights.
19.9 The Employee hereby irrevocably appoints the Company to be his attorney to execute and do any such instrument or thing and generally to use his name for the purpose of giving the Company or its nominee the benefit of this [clause 19]. The Employee acknowledges in favour of a third party that 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 19] shall be conclusive evidence that such is the case.
20. DIRECTORSHIP
20.1 [Except with the prior approval of the Board, or as provided in the articles of association of [the Company OR any Group Company of which he is a director], the Employee shall not resign as a director of [the Company OR any Group Company].
20.2 [If during the Appointment the Employee ceases to be a director of [the Company OR any Group Company] (otherwise than by reason of his death, resignation or disqualification pursuant to the articles of association of the Company [or the relevant Group Company], as amended from time to time, or by statute or court order) the Appointment shall continue with the Employee as an employee only and the terms of this agreement (other than those relating to the holding of the office of director) shall continue in full force and effect. The Employee shall have no claims in respect of such cessation of office.]
21. TERMINATION
21.1 Notwithstanding [clause 2.1], the Company may, in its sole and absolute discretion, terminate the Appointment at any time and with immediate effect by paying a sum in lieu of notice (Payment in Lieu) equal to the basic salary (as at the date of termination) which the Employee would have been entitled to receive under this agreement during the notice period referred to at [clause 2.1] (or, if notice has already been given, during the remainder of the notice period) less income tax and National Insurance contributions. For the avoidance of doubt, the Payment in Lieu shall not include any element in relation to:
(a) any bonus or commission payments that might otherwise have been due during the period for which the Payment in Lieu is made;
(b) any payment in respect of benefits which the Employee would have been entitled to receive during the period for which the Payment in Lieu is made; and
(c) any payment in respect of any holiday entitlement that would have accrued during the period for which the Payment in Lieu is made.
21.2 The Company may pay any sums due under [clause 21.1] in equal monthly instalments until the date on which the notice period referred to at [clause 2.1] would have expired if notice had been given. The Employee shall be obliged to seek alternative income during this period and to notify the Company of any income so received. The instalment payments shall then be reduced by the amount of such income.
21.3 The Employee shall have no right to receive a Payment in Lieu unless the Company has exercised its discretion in [clause 21.1]. Nothing in this [clause 21] shall prevent the Company from terminating the Appointment in breach.
21.4 The Company may also terminate the Appointment with immediate effect without notice and with no liability to make any further payment to the Employee (other than in respect of amounts accrued due at the date of termination) if the Employee:
(a) [is disqualified from acting as a director or resigns as a director from [the Company OR any Group Company] without the prior written approval of the Board; or]
(b) [is guilty of a [serious] breach of the rules or regulations as amended from time to time of the UK Listing Authority (including the Model Code for transactions in securities by directors of listed companies), the FSA or any regulatory authorities relevant to [the Company OR any Group Company] or any code of practice issued by the Company (as amended from time to time); or]
(c) [fails or ceases to meet the requirements of any regulatory body whose consent is required to enable him to undertake all or any of his duties under the Appointment or is guilty of a serious breach of the rules and regulations of such regulatory body or of any compliance manual of [the Company OR any Group Company]; or ]
(d) is guilty of any gross misconduct affecting the business of [the Company OR any Group Company]; or
(e) commits any serious or repeated breach or non-observance of any of the provisions of this agreement or refuses or neglects to comply with any reasonable and lawful directions of the [Company OR Board]; or
(f) is, in the reasonable opinion of the Board, negligent and incompetent in the performance of his duties; or
(g) is declared bankrupt or makes any arrangement with or for the benefit of his creditors or has a county court administration order made against him under the County Court Act 1984; or
(h) is convicted of any criminal offence (other than an offence under any road traffic legislation in the United Kingdom or elsewhere for which a fine or non-custodial penalty is imposed) [or any offence under any regulation or legislation relating to insider dealing]; or
(i) [ceases to hold [PROFESSIONAL QUALIFICATION]; or]
(j) [becomes of unsound mind or a patient under any statute relating to mental health; or]
(k) ceases to be eligible to work in the United Kingdom in accordance with section 8 of the Asylum and Immigration Act 1996; or
(l) is guilty of any fraud or dishonesty or acts in any manner which in the opinion of the [Company OR Board] brings or is likely to bring the Employee or [the Company OR any Group Company] into disrepute or is materially adverse to the interests of [the Company OR any Group Company]; or
(m) is guilty of a serious breach of any rules issued by the Company from time to time regarding its electronic communications systems; or
(n) is unable by reason of Incapacity to perform his duties under this agreement for an aggregate period of [NUMBER TO BE THE SAME AS IN CLAUSE 16.1] weeks in any [52] week period even if, as a result of such termination, the Employee would or might forfeit any entitlement to benefit from sick pay under [clause 16.1] or permanent health insurance under [clause 10.1] [, save that the Company shall not terminate the Appointment solely on grounds of the Employee's Incapacity where such an entitlement or benefit would be forfeited].
21.5 The rights of the Company under [clause 21.4] are without prejudice to any other rights that it might have at law to terminate the Appointment or to accept any breach of this agreement by the Employee as having brought the agreement to an end. Any delay by the Company in exercising its rights to terminate shall not constitute a waiver thereof.
22. CHANGE OF CONTROL
Enhanced notice period
22.1 [If there is a Change of Control of the Company and, within [NUMBER] months following the Change of Control [directly or indirectly in connection with it], the Company serves notice to terminate the Appointment (other than for cause in accordance with [clause 21.4]), the notice period required from the Company under [clause 2.1] shall increase to [NUMBER] months and any payment in lieu of notice payable under [clause 21.1] shall be calculated by reference to such increased notice period.
22.2 For the avoidance of doubt such increased notice period shall not extend beyond the Employee's contractual retirement age (or such later date as may subsequently be agreed to be the Employee's retirement age).
OR
Lump sum payment: breach of contract
22.3 If there is a Change of Control of the Company and, within [NUMBER] months following the Change of Control [directly or indirectly in connection with it]:
(a) the Company terminates the Appointment in breach of the terms of this agreement (other than for cause pursuant to [clause 21.4]); or
(b) the Employee terminates the Appointment in response to a fundamental breach of contract by the Company,
the Company shall, subject to [clause 22.4] below, pay the Agreed Sum to the Employee within [one month] following Termination. The Agreed Sum shall be payable less any tax or other statutory deductions which the Company is obliged to deduct.
22.4 The payment of the Agreed Sum shall be conditional upon and in consideration of:
(a) the Employee complying with the obligations in [clause 24];
(b) the Employee complying with (and continuing to comply with) his obligations relating to confidentiality, intellectual property and restrictive covenants as set out in [clause 18], [clause 19] and [clause 25] respectively;
(c) [clause 25] applying notwithstanding that the Appointment may, or without the payment of the Agreed Sum might, otherwise have been repudiated by the Company; and
(d) the Employee executing such documents in a form reasonably acceptable to the Company as it may require.
22.5 For the avoidance of doubt, the payment of the Agreed Sum shall not affect the Employee's entitlement to any of the following:
(a) any accrued but unpaid salary;
(b) any payment in lieu of accrued but unused holiday; or
(c) the reimbursement of expenses, provided that all claims for reimbursement are submitted within [four weeks] after Termination,
in relation, in each case, to the period prior to Termination.
22.6 To the extent that the Agreed Sum is damages (which is not admitted), the parties agree that the terms of this clause 22 represent a genuine pre-estimate of the loss to the Employee that would arise on termination of the Appointment in the circumstances described and does not constitute a penalty. The [Company waives any requirement on the Employee to mitigate his losses in respect of such termination and, the] Employee shall, subject to [clause 22.5], accept the Agreed Sum in full and final settlement of all and any claims that he may have arising out of the Appointment or its termination [excluding any personal injury claims of which he is not aware at Termination or any claims in relation to accrued entitlements under the [NAME] pension scheme].
OR
Lump sum payment: no breach of contract
22.7 If there is a Change of Control of the Company and, within [NUMBER] months following the Change of Control [directly or indirectly in connection with it]:
(a) the Company terminates the Appointment in accordance with the terms of this agreement (other than for cause pursuant to [clause 21.4]); or
(b) the Employee serves notice to terminate the Appointment in accordance with [clause 2.1],
the Company shall, subject to [clause 22.8] below, pay the Agreed Sum to the Employee within [one month] following Termination. The Agreed Sum shall be payable less any tax or other statutory deductions which the Company is obliged to deduct.
22.8 The payment of the Agreed Sum shall be conditional upon and in consideration of:
(a) the Employee complying with the obligations in [clause 24] ;
(b) the Employee complying with and continuing to comply with his obligations relating to confidentiality, intellectual property and restrictive covenants as set out in [clause 18], [clause 19] and [clause 25] respectively;
(c) [clause 25] applying notwithstanding that the Appointment may or without the payment of the Prescribed Sum might, otherwise have been repudiated by the Company; and
(d) the Employee executing such documents in a form reasonably acceptable to the Company as it may require.
22.9 For the avoidance of doubt, the payment of the Agreed Sum shall not affect the Employee's entitlement to any of the following:
(a) any accrued but unpaid salary;
(b) any payment in lieu of accrued but unused holiday; or
(c) the reimbursement of expenses, provided that all claims for reimbursement are submitted within [four weeks] after Termination,
in relation, in each case, to the period prior to Termination.
22.10 To the extent that the Agreed Sum is damages (which is not admitted), the parties agree that the terms of this [clause 22] represent a genuine pre-estimate of the loss to the Employee that would arise on termination of the Appointment in the circumstances described and does not constitute a penalty. The [Company waives any requirement on the Employee to mitigate his losses in respect of such termination and, the] Employee shall, subject to [clause 22.9], accept the Agreed Sum in full and final settlement of all and any claims that he may have arising out of the Appointment or its termination [excluding any personal injury claims of which he is not aware at Termination or any claims in relation to accrued entitlements under the [NAME] pension scheme]].
23. GARDEN LEAVE
23.1 Following service of notice to terminate the Appointment by either party, or if the Employee purports to terminate the Appointment in breach of contract, [and, if the [Company OR Board] so decides, [at any time during the Appointment OR in order to investigate a reasonable belief that the Employee is guilty of gross misconduct,] the [Company OR Board] may by written notice require the Employee not to perform any services (or to perform only specified services) for the Company [or any Group Company] until the termination of the Appointment [or a specified date]. [Any period of Garden Leave shall not normally exceed [PERIOD].]
23.2 During any period of Garden Leave the Company shall be under no obligation to provide any work to, or vest any powers in, the Employee, who shall have no right to perform any services for the Company [or any Group Company].
23.3 During any period of Garden Leave the Employee shall:
(a) continue to receive [his salary OR the Salary] and all contractual benefits in the usual way and subject to the terms of any benefit arrangement;
(b) remain an employee of the Company and bound by the terms of [this agreement OR his contract of employment with the Company];
(c) not, without the prior written consent of [POSITION], attend his place of work or any other premises of the Company [or any Group Company];
(d) not, without the prior written consent of [POSITION], contact or deal with (or attempt to contact or deal with) any officer, employee, consultant, client, customer, supplier, agent, distributor, shareholder, adviser or other business contact of the Company [or any Group Company]; and
(e) (except during any periods taken as holiday in the usual way) ensure that [POSITION] knows where he will be and how he can be contacted during each working day [and shall comply with any written requests to contact a specified employee of the Company at specified intervals].
24. OBLIGATIONS UPON TERMINATION
24.1 On termination of the Appointment (howsoever arising) or, if earlier, at the start of a period of Garden Leave [following the service of notice or purported termination of the Appointment by the Employee], the Employee shall:
(a) [immediately resign, without any claim for compensation, from any directorships in [the Company OR any Group Company] [or from any position which he holds as a trustee in relation to the business of [the Company OR any Group Company];]
(b) [transfer [without payment] to the Company or as it may direct any shares or other securities held by him in the Company [or any Group Company] as a nominee or trustee for the Company [or any Group Company] and deliver to the Company the related certificates;]
(c) subject to [clause 24.1(d)] if applicable, immediately deliver to the Company all documents, books, materials, records, correspondence, papers and information (on whatever media and wherever located) relating to the business or affairs of [the Company OR any Group Company] [or [its OR their] business contacts], any keys, [credit card] and any other property of [the Company OR any Group Company] [including any car provided to the Employee], which is in his possession or under his control;
(d) where the Employee is on Garden Leave he shall not be required to return to the Company any property provided to him as a contractual benefit;
(e) irretrievably delete any information relating to the business of [the Company OR any Group Company] stored on any magnetic or optical disk or memory and all matter derived from such sources which is in his possession or under his control outside the Company's premises; and
(f) provide a signed statement that he has complied fully with his obligations under this [clause 24.1].
24.2 The Employee hereby irrevocably appoints the Company to be his attorney to execute and do any such instrument or thing and generally to use his name for the purpose of giving the Company or its nominee the full benefit of [clause 24.1(a)] and [clause 24.1(b)].
24.3 [On termination of the Appointment howsoever arising the Employee shall not be entitled to any compensation for the loss of any rights or benefits under any [share option, bonus, long-term incentive plan or other] profit sharing scheme operated by [the Company OR any Group Company] in which he may participate.]
25. POST-TERMINATION RESTRICTIONS
25.1 In order to protect the [confidential information], trade secrets and business connections of the Company [and each Group Company] to which he has access as a result of the Appointment, the Employee covenants with the Company [(for itself and as trustee and agent for each Group Company)] that he shall not:
(a) for [PERIOD] months after Termination solicit or endeavour to entice away from the Company [or any Group Company] the business or custom of a Restricted Customer with a view to providing goods or services to that Restricted Customer in competition with any Restricted Business; or
(b) for [PERIOD] months after Termination [in the course of any business concern which is in competition with any Restricted Business], offer to employ or engage or otherwise endeavour to entice away from the Company [or any Group Company] any Restricted Person; or
(c) for [PERIOD] months after Termination, be involved in any Capacity with any business concern which is (or intends to be) in competition with any Restricted Business; or
(d) for [PERIOD] months after Termination be involved with the provision of goods or services to (or otherwise have any business dealings with) any Restricted Customer in the course of any business concern which is in competition with any Restricted Business; or
(e) at any time after Termination, represent himself as connected with the Company [or any Group Company] in any Capacity.
25.2 None of the restrictions in [clause 25.1] shall prevent the Employee from:
(a) holding an investment by way of shares or other securities of not more than [5]% of the total issued share capital of any company, whether or not it is listed or dealt in on a recognised stock exchange; or
(b) being engaged or concerned in any business concern insofar as the Employee's duties or work shall relate solely to geographical areas where the business concern is not in competition with any Restricted Business; or
(c) being engaged or concerned in any business concern, provided that the Employee's duties or work shall relate solely to services or activities of a kind with which the Employee was not concerned to a material extent in the [PERIOD] months prior to Termination.
25.3 The restrictions imposed on the Employee by this [clause 25] apply to him acting:
(a) directly or indirectly; and
(b) on his own behalf or on behalf of, or in conjunction with, any firm, company or person.
25.4 The period[s] for which the restriction[s] in [clause 25.1] apply shall be reduced by any period that the Employee spends on Garden Leave immediately prior to Termination.
25.5 If the Employee receives an offer to be involved in a business concern in any Capacity during the Appointment, or prior to the expiry of the last of the covenants in this [clause 25], the Employee shall give the person making the offer a copy of this [clause 25] [and shall tell the Company the identity of that person as soon as possible after accepting the offer].
25.6 The Company and the Employee entered into the restrictions in this [clause 25] having been separately legally advised.
25.7 Each of the restrictions in this [clause 25] is intended to be separate and severable. If any of the restrictions shall be held to be void but would be valid if part of their wording were deleted, such restriction shall apply with such deletion as may be necessary to make it valid or effective.
25.8 The Employee will, at the request and expense of the Company, enter into a separate agreement with any Group Company in which he agrees to be bound by restrictions corresponding to those restrictions in this [clause 25] (or such of those restrictions as may be appropriate) in relation to that Group Company.
26. DISCIPLINARY AND GRIEVANCE PROCEDURES
26.1 The Employee is subject to the Company's disciplinary and grievance procedures, copies of which are available from [POSITION]. These procedures do not form part of the Employee's contract of employment.
26.2 If the Employee wishes to appeal against a disciplinary decision he may apply in writing to [POSITION] in accordance with the Company's disciplinary procedure.
26.3 The [Company OR Board] may at any time suspend the Employee for a period of up to [NUMBER] [days OR weeks] during any period in which the Company is carrying out a disciplinary investigation into any alleged acts or defaults of the Employee. During any period of suspension the Employee shall continue to receive his salary and contractual benefits.
26.4 If the Employee wishes to raise a grievance, he may apply in writing to [POSITION] in accordance with the Company's grievance procedure.
27. PENSIONS
Where there is an occupational pension scheme
27.1 [The Employee may participate in the Company's occupational pension scheme (or such other HM Revenue and Customs (HMRC) registered occupational pension scheme as may be established by the Company to replace its occupational pension scheme) subject to the rules of the relevant scheme and the tax reliefs and exemptions available from HMRC, in both cases as amended from time to time. Full details of the scheme are available from [POSITION].
27.2 The Employee shall pay such contributions to the Company's occupational pension scheme as may be required by the rules of such scheme as amended from time to time. The contributions shall be made by way of deductions from the Employee's salary.
27.3 The Company shall procure that any scheme which is set up to replace its occupational pension scheme will provide benefits which, taken as a whole, shall be no less favourable to the Employee than the benefits to which he would have been entitled had he continued to be a member of its original occupational pension scheme, subject to any statutory limitations on benefits or HMRC requirements for the registration of pension schemes as determined from time to time.
27.4 [The Employee may also participate in [a funded OR an unfunded] unapproved retirement benefit scheme, subject to the rules of such scheme, as amended from time to time. Full details of the scheme are available from [POSITION]].
27.5 A contracting-out certificate is [not] in force in respect of the Appointment.
OR
Where there is a group personal pension scheme
27.6 During each year of the Appointment, the Company shall contribute an amount equal to [NUMBER]% of the Employee's salary in equal monthly instalments in arrears to its group personal pension scheme (or such other HM Revenue and Customs (HMRC) registered group personal pension scheme as may be set up by the Company to replace its group personal pension scheme). The Company's contributions to such scheme shall be subject to the rules of the scheme and the tax relief and exemptions available from HMRC, as amended from time to time.
27.7 The Employee may contribute an amount equal to [NUMBER]% of the Employee's salary, in equal monthly instalments in arrears, to the scheme. Such contributions by the Employee shall be made by way of deduction from the Employee's salary.
27.8 A contracting-out certificate is [not] in force in respect of the Appointment.
OR
Where there is a personal pension scheme
27.9 During each year of the Appointment, the Company shall contribute an amount equal to [NUMBER]% of the Employee's salary in equal monthly instalments in arrears to the Employee's personal pension scheme (or such other HM Revenue and Customs (HMRC) registered personal pension scheme for the benefit of the Employee as the Employee may notify to the Company in writing). The Company's contributions to such scheme shall be subject to the rules of the scheme and the tax reliefs and exemptions available from HMRC, as amended from time to time.
27.10 The Employee may contribute an amount equal to [NUMBER]% of the Employee's salary, in equal monthly instalments in arrears, to the scheme. Such contributions by the Employee shall be made by way of deduction from the Employee's salary
27.11 A contracting-out certificate is [not] in force in respect of the Appointment.
OR
Where there is a stakeholder pension but the employer does not contribute
27.12 There is no entitlement to pensions benefit in relation to the Appointment, however, the Company shall provide access to a designated stakeholder pension scheme as required by law. The Company does not make any contributions to such stakeholder scheme.
27.13 A contracting-out certificate is [not] in force in respect of the Appointment.]
28. DATA PROTECTION
28.1 [The Employee confirms that he has read and understood the Company's data protection policy, a copy of which [is contained in the Staff Handbook OR is available from [POSITION]]. The Company is entitled to make changes to its data protection policy, but will notify employees in writing of any such changes.]
28.2 The Employee consents to [the Company OR any Group Company] processing data relating to the Employee for legal, personnel, administrative and management purposes and in particular to the processing of any sensitive personal data (as defined in the Data Protection Act 1998) relating to the Employee, including, as appropriate:
(a) information about the Employee's physical or mental health or condition in order to monitor sick leave and take decisions as to the Employee's fitness for work;
(b) the Employee's racial or ethnic origin or religious or similar information in order to monitor compliance with equal opportunities legislation;
(c) information relating to any criminal proceedings in which the Employee has been involved for insurance purposes and in order to comply with legal requirements and obligations to third parties; and
(d) [ANY OTHER SENSITIVE DATA TO BE PROCESSED, FOR EXAMPLE, POLITICAL OPINIONS, UNION MEMBERSHIP OR SEXUAL LIFE].
28.3 The Company may make such information available to [any Group Company], those who provide products or services to [the Company OR any Group Company] (such as advisers and payroll administrators), regulatory authorities, potential or future employers, governmental or quasi-governmental organisations and potential purchasers of the Company or the business in which the Employee works.
28.4 The Employee consents to the transfer of such information to [any Group Company [and]] the Company's OR any Group Company's] business contacts outside the European Economic Area in order to further [its OR their] business interests even where the country or territory in question does not maintain adequate data protection standards.
29. COLLECTIVE AGREEMENT
[There is no collective agreement which directly affects the Appointment.
OR
The Collective Agreement between [NAME] and [NAME] dated [DATE], a copy of which is available from [POSITION], directly affects the Appointment.]
30. RECONSTRUCTION AND AMALGAMATION
If the Appointment is terminated at any time by reason of any reconstruction or amalgamation of the Company [or any Group Company], whether by winding up or otherwise, and the Employee is offered employment with any concern or undertaking involved in or resulting from such reconstruction or amalgamation on terms which (considered in their entirety) are no less favourable to any material extent than the terms of this agreement, the Employee shall have no claim against the Company or any such undertaking arising out of or connected with such termination.
31. NOTICES
31.1 Any notice given under this agreement shall be in writing and signed by or on behalf of the party giving it and shall be served by delivering it personally, or sending it by pre-paid recorded delivery or registered post to the relevant party at (in the case of the Company) its registered office for the time being and (in the case of the Employee) his last known address, [or by sending it by fax to the fax number notified by the relevant party to the other party]. Any such notice shall be deemed to have been received:
(a) if delivered personally, at the time of delivery;
(b) in the case of pre-paid recorded delivery or registered post, [48] hours from the date of posting; and
(c) [in the case of fax, at the time of transmission.]
31.2 In proving such service it shall be sufficient to prove that the envelope containing such notice was addressed to the address of the relevant party and delivered either to that address or into the custody of the postal authorities as a pre-paid recorded delivery or registered post [or that the notice was transmitted by fax to the fax number of the relevant party)].
32. ENTIRE AGREEMENT [AND PREVIOUS CONTRACTS]
Each party on behalf of itself [(and in the case of the Company, as agent for any Group Companies)] acknowledges and agrees with the other party [(the Company acting on behalf of itself and as agent for each Group Company)] that:
(a) this agreement [together with any documents referred to in it] constitute[s] the entire agreement and understanding between the Employee and the Company [and any Group Company] and supersedes any previous agreement between them relating to the Appointment (which shall be deemed to have been terminated by mutual consent);
(b) in entering into this agreement neither party [nor any Group Company] has relied on any Pre-Contractual Statement; and
(c) the only remedy available to each party for breach of this agreement shall be for breach of contract under the terms of this agreement and no party shall have any right of action against any other party in respect of any Pre-Contractual Statement.
Nothing in this agreement shall, however, operate to limit or exclude any liability for fraud.
33. VARIATION
No variation of this agreement [or of any of the documents referred to in it] shall be valid unless it is in writing and signed by or on behalf of each of the parties.
34. COUNTERPARTS
This agreement may be executed in any number of counterparts, each of which, when executed [and delivered], shall be an original, and all the counterparts together shall constitute one and the same instrument.
35. THIRD PARTY RIGHTS
The Contracts (Rights of Third Parties) Act 1999 shall not apply to this agreement and no person other than the Employee and the Company shall have any rights under it. The terms of this agreement or any of them may be varied, amended or modified or this agreement may be suspended, cancelled or terminated by agreement in writing between the parties or this agreement may be rescinded (in each case), without the consent of any third party.
36. GOVERNING LAW AND JURISDICTION
36.1 This agreement shall be governed by and construed in accordance with the law of England and Wales.
36.2 Each party irrevocably agrees to submit to the [exclusive OR non-exclusive] jurisdiction of the courts of England and Wales over any claim or matter arising under or in connection with this agreement.
This document has been executed as a deed and is delivered and takes effect on the date stated at the beginning of it.
Executed as a deed by [NAME OF COMPANY] acting by [NAME OF FIRST DIRECTOR] and [NAME OF SECOND DIRECTOR/SECRETARY]
Director/Secretary
Signed as a deed by [NAME OF EMPLOYEE]
[SIGNATURE OF EMPLOYEE]
in the presence of [NAME OF WITNESS]
[SIGNATURE OF WITNESS]
[NAME OF WITNESS]