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Employment Agreement - Last Minute Network Ltd. and David Howell

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                              EMPLOYMENT AGREEMENT
                 incorporating a Statement of Terms pursuant to
                     section 1, Employment Rights Act 1996

This Agreement is made by way of deed on 21st June 2001 between DAVID HOWELL of
Cubbins, Dairy Lane, Crockham Hill, Westerham, Kent TN8 6RA and LAST MINUTE
NETWORK LIMITED trading as of 4 Buckingham Gate, London SW1E 6JP
("the Company").

WHEREAS it is the intention of the parties that this document be executed as a


     1.1.  Your job title is Chief Financial Officer.

     1.2.  You shall be appointed to the Board of Directors of
           plc at the Board Meeting on 4 July 2001 and shall remain as a member
           of the Board throughout your employment with the Company.


     2.1.  Your employment with us will start on 2nd July 2001 and shall
           continue until terminated by notice in writing in accordance with
           clause 2.2.

     2.2.  Subject to clauses 2.3 and 5, we may terminate your employment at
           any time by giving you six months' notice in writing.

           Unless otherwise agreed, you will give us a minimum of six months'
           notice of your leaving.

     2.3.  If you are guilty of gross misconduct including dishonesty, gross
           negligence or any other serious misconduct, we shall be entitled to
           terminate your employment with immediate effect.

     2.4.  If either party gives notice to terminate this agreement, for a
           period not exceeding the notice period referred to in clause 2.2, you
           may be required by us in our absolute discretion not to attend your
           place of work at any time and not to perform any duties for the
           Company or to perform only such duties, specific projects or tasks as
           are assigned to you expressly by the Company (provided that such
           duties, projects or tasks are consistent with your status) provided
           that you will be entitled to receive full pay and benefits (including
           bonus) during such period.


     Your period of continuous employment with us will start on 2nd July 2001.


     4.1. Your salary is pound sterling 140,000 per annum, payable in equal
          monthly instalments in arrears by direct transfer into your bank
          account on or before the last day of each month. Your salary will
          accrue from day to day and will be adjusted during the month in which
          you start and finish your employment with us according to the number
          of days you work during that month.

          You will also be entitled to an annual discretionary bonus of up to
          30% of base salary which will be paid, at your option, in cash or
          allocated as an additional grant of share options, (in addition to
          those granted to you under clause 12), on the anniversary of joining
          the Company. The targets upon which the bonus is calculated shall be
          agreed between the Company and you by no later than 1 September 2001.

          Such payment will be subject to deductions for tax and national
          insurance and any other deductions that may be required from time to

     4.2. Your salary shall be reviewed by the Board annually on the anniversary
          of the commencement of your employment.

     4.3. We shall be entitled to make deductions from your remuneration in
          respect of any overpayments made to you by us.


     5.1. The Company may terminate the contract immediately or on short notice,
          and should it elect to do so (other than in accordance with clause
          2.3), the Company shall make a payment in lieu of any applicable
          period of notice of an amount in cash equivalent to the total amount
          referred to in clause 5.2 (calculated pro rata where short notice is
          given). The Company shall pay such amount to you in one lump sum
          (subject to deduction of applicable tax and national insurance but
          without any deduction for mitigation) on the date of termination of
          your employment (''the Termination Date'').

     5.2. The total amount of cash referred to in clause 5.1 is the aggregate

          5.2.1   6 months' salary (as at the Termination Date); and

          5.2.2   a sum equal to the cost the Company would have incurred in
                  providing you with the benefits referred to in clause 11 had
                  your employment continued for a period of 6 months following
                  the Termination Date;

          5.2.3   a sum in lieu of the bonus(es) which would have been paid in
                  respect of the period 6 months following the Termination Date
                  pro rated to reflect the period since the last bonus payment
                  (assuming the Company exercised its discretion in your favour,
                  or, if not, the date you would have received the last bonus
                  payment) or if the


                term of your employment is less than one year the date of
                commencement of your employment up to the date 6 months
                following the Termination Date.

     5.3.  The amounts payable pursuant to clause 5.1 shall be in lieu of any
           notice, or other benefits or payments to which you may otherwise be
           entitled on termination of this Agreement but without prejudice to
           your statutory rights.


     We will reimburse to you during your employment (against receipts or other
     appropriate evidence) all expenses properly and reasonably incurred by you
     in the course of your duties.


     Your normal working hours are from 9.30 am to 6:30 pm Monday to Friday,
     with a one-hour lunch break, but the requirements of your employment do
     call for some flexibility and you will be expected to work slightly
     different hours from time to time. In particular you agree, where
     necessary, to work on average in excess of 48 hours per week.


     Your normal place of work is at 4 Buckingham Gate, London SW1E 6JP.


     Your holiday entitlement is 25 days per year, plus all statutory, bank and
     public holidays in England and Wales. Deductions from the final salary due
     to you on the termination of your employment will be made in respect of any
     holidays taken in excess of your entitlement. You will be entitled to any
     pay in lieu of holiday accrued but not taken only at the end of your
     employment save where it has been terminated in accordance with clause 2.3.
     During holidays you are entitled to your normal rate of pay.


     10.1.  In the event of sickness or injury you are to send promptly to us a
            self-certificate, in a form obtainable from the office for an
            absence of up to seven days and thereafter an intermediate
            certificate each week signed by a medical practitioner until your
            return to work.


     10.2. You shall continue to be paid and continue to be entitled to any
           other contractual benefits during absence due to illness, accident or
           other incapacity for a total of 13 weeks in any period of fifty-two
           consecutive weeks. For any additional or continuing absence after
           that due to illness, accident or other incapacity, payment of salary
           and continued provision of contractual benefits under this Agreement
           shall be at the discretion of the Company.

     10.3. Any payment of salary or provision of benefits shall be inclusive of
           any statutory sick pay or social security benefits to which you may
           be entitled. You are required to co-operate in the maintenance of
           necessary records for Statutory Sick Pay purposes and for the purpose
           of calculating entitlement to Statutory Sick Pay applicable to your
           employment. Qualifying days are Monday to Friday.

     10.4. Subject to the provisions of the Access to Medical Reports Act 1988,
           you agree to be examined at our expense by a doctor nominated by us
           if at any time we so request and you authorise such doctor to
           disclose and to discuss with us and our advisers the results of such


     11.1. You will be entitled to a sum equal to 14% of your salary under
           clause 4.1 for the purpose of making contributions, at your option,
           into either a personal pension fund of your choice or the Company
           pension scheme, such sum to accrue from day to day and to be paid to
           you in equal monthly instalments in arrears by direct transfer into
           your bank account on or before the last day of each month.

     A Contracting Out Certificate is not in force in respect of your

     11.2. You, your spouse and your dependants under the age of 25 will be
           entitled to participate in the Company healthcare scheme. Your
           participation in the healthcare scheme will be at the Company's
           expense. You will pay to the Company the cost to the Company of the
           participation by your spouse and your dependants under the age of 25
           in the healthcare scheme.

     11.3. In addition, you will be entitled to participate at the Company's
           expense in (a) its permanent health and disability insurance scheme
           and (b) its life insurance scheme which provides for payment of a sum
           equal to four times your salary payable under clause 4.1 as at the
           date of your death.


     The Company has introduced a Share Option Scheme ("the Scheme") in which
     you are eligible to participate. On 2nd July 2001, you will be granted an
     option to purchase 1,000,000 ordinary shares in the capital of plc ("the


      Option"). The Option shall be subject to the rules of the Scheme from time
      to time in force.


      13.1.  You shall not during or at any time after the termination of your
             employment with the Company use for your own purposes or disclose
             to any third party any Confidential Material and shall use your
             best endeavours to prevent such publication or disclosure.

      13.2.  All Confidential Material and all other documents, papers and
             property which may have been made or prepared by you, or at your
             request or have come into your possession or under your control in
             the course of your employment or which relate in any way to the
             Company, the business (including prospective business) or affairs
             of the Company or of any customer, supplier, agent, distributor or
             sub-contractor of the Company shall as between the Company and you
             be deemed to be the property of the Company. You shall deliver up
             all such documents and other property, including all copies, to the
             Company immediately upon the termination of your employment or at
             any earlier time on demand.

      13.3.  You shall immediately inform the Company if you become aware of
             the possession, use or knowledge of any of the Confidential
             Material by any person not authorised to possess, use or have
             knowledge of the Confidential Material, whether during or after
             your employment and shall at the Company's request provide such
             reasonable assistance as is required to deal with such event.

     13.4.   The previsions of this clause shall not apply to any Confidential
             Material which is in or enters the public domain other than by
             breach of this agreement, is obtained from a third party who is
             lawfully authorised to disclose such information, or is authorised
             for release by the prior written consent of the Board.

     13.5.   Nothing in this clause shall prevent you from disclosing
             Confidential Material where it is required to be disclosed by
             judicial, administrative, governmental or regulatory process in
             connection with any action, suit, proceeding or claim or otherwise
             by applicable law.

             For the purpose of this clause "Confidential Material" means any
             information relating to the Company or the business, prospective
             business, technical processes, computer software (both source code
             and object code), intellectual property rights or finances of the
             Company, or compilations of two or more items of such information
             whether or not each individual item is in itself confidential,
             including without limitation price lists, lists of customers and
             suppliers (both current and those who were customers or suppliers
             during the previous two years), which comes into your possession by
             virtue of your employment, and which the Company regards, or could
             reasonably be expected to regard, as confidential, whether or not
             such information is reduced to a tangible form or marked in


                  writing as "confidential" and any and all information which
                  has been or may be derived or obtained from any such


     14.1.  You agree that you will not either alone or jointly with another or
            others, whether as principal agent, director, partner, shareholder,
            employee, company or in any other capacity, whether directly or
            indirectly through any other person, firm or company and whether for
            your own benefit or that of others:-

            14.1.1  for 6 months after the termination of your employment be
                    employed in or engaged by or interested or concerned in a
                    Competing business (or part thereof) in any country in
                    Europe in which on the termination of your employment to the
                    Company is operating;

            14.1.2  for 6 months after the termination of your employment
                    entice, induce or encourage a Customer or a Prospective
                    Customer to transfer or remove custom from the Company;

            14.1.3  for 6 months after the termination of your employment
                    solicit or accept business from a Customer or a Prospective
                    Customer for the supply of Relevant Services;

            14.1.4  for 6 months following the termination of your employment,
                    for a Competing Business solicit, interfere with or
                    endeavour to entice away or engage or employ or offer
                    employment to (or procure or assist the soliciting,
                    interference with, enticement, engagement, employment or
                    offering) any Employee, or do any act whereby such Employee
                    is encouraged to terminate his employment, appointment or
                    contract with us, whether or not such person would by reason
                    of terminating his service with us commit a breach of his

     14.2.  You must not at any time during or after the termination of your
            employment use any name used by the Company at the date of the
            termination of your employment or any name likely to cause confusion
            with it in the minds of members of the public for the purposes of a
            Competing Business whether by using such name as part of a corporate
            name or otherwise.

     14.3.  You must not at any time after the termination of your employment
            represent yourself as being employed by the Company.

            For the purpose of this clause:-

            "Competing Business" means a business or concern which is engaged in
            a business competitive with that carried out by the Company at the
            date of termination of your employment with which you have been

            during the 12 months preceding such date. This shall include,
            without limit, E-bookers, Expedia, Travelocity, Teletext, Priceline,
            Online Travel Portal and; and

            "Customer" means any person, firm or company who during the 12
            months preceding the date of termination of your employment was a
            customer of the Company (whether or not services were actually
            provided during such period) for the purpose of a Relevant Business
            and with whom you materially dealt during that period or were in
            possession of confidential information about such customer in the
            performance of your duties for the Company; and

            "Employee" means any of our employees, directors, consultants or
            independent contractors at the date of termination of your
            employment or who was such an employee, director or independent
            contractor at any time in the 12 months preceding such date and in
            each case who worked or provided services in a senior executive,
            managerial, sales, programming or design capacity or has
            confidential information relating to our business or contact with
            any Customer or Prospective Customer and with whom you had material
            dealings in the performance of your duties during the 12 months
            immediately preceding the date on which your employment terminates;

            "Prospective Customer" means any person, firm or company with whom
            at the date of termination of your employment the Company is or has
            during the 3 months preceding such date been in negotiations (save
            where the Company has broken off such negotiations) with a view to
            such person, firm or company becoming a customer of such company and
            with whom you were involved in such negotiations or services; and

            "Relevant Business" means any business of the Company in which,
            pursuant to your duties, you were materially involved at any time
            during the 12 months preceding the date of termination of your
            employment; and

            "Relevant Services" means goods or services competitive with those
            which on the termination of your employment the Company was
            supplying or negotiating or actively and directly seeking to supply
            to a Customer for the purposes of a Relevant Business.

     14.4.  If the Company requires you not to perform any of your duties and/or
            excludes you from the Company's premises ("garden leave") as set out
            in clause 2.4 for some or all of any period of notice, the period of
            the post-termination restrictions set out in this clause 14 shall be
            reduced by the length of garden leave served before the Termination

     14.5.  Each of the restrictions contained in his clause constitutes an
            entirely separate and independent restriction and is considered by
            the parties to be reasonable and necessary for the protection of the
            legitimate interest of the company but, if any such restriction or
            part of it shall be found void, invalid, illegal or unenforceable by
            any court of competent jurisdiction but would be valid if some words
            were deleted from it, or the period of it


            reduced, or area covered or range of activities reduced, such
            restriction shall apply with such modification as may be necessary
            to make it valid and effective.

     14.6.  In the event of any clause or part of a clause contained in this
            Agreement being declared invalid of unenforceable by any court of
            competent jurisdiction, all other clauses or parts of clauses
            contained in this Agreement shall remain in full force and effect
            and shall not be affected thereby.


     The Company agrees that:

     15.1.  you may continue to hold your non-executive directorship of Nestor
            Healthcare Group plc for the duration of your employment with the
            Company; and

     15.2.  you shall be entitled dedicate up to 15 working days' per year in
            order to carry out your duties in connection with your appointment
            (such days as you intend to dedicate to be notified by you to the
            Company not less than 7 days in advance).


     16.1.  If during the term of your employment you create any invention,
            copyright work, database, discovery or process or any improvement of
            any kind ("Work") relating or capable of being applied to the
            business of the Company, then any intellectual property right
            arising or obtainable in respect of any such Work shall be the
            property of the Company. You shall at our request and expense do all
            acts necessary to secure appropriate forms of protection for the
            intellectual property and/or vest ownership fully in the Company.

     16.2.  Decisions as to the protection or exploitation of any intellectual
            property shall be in the absolute discretion of the Company.

     16.3.  You hereby irrevocably appoint the Company to be your attorney in
            your name and on your behalf to execute documents, to use your name
            and to do all things which may be necessary or desirable for the
            Company to obtain for itself or its nominees the full benefit of the
            intellectual property and you agree that a certificate in writing,
            signed by and director or the secretary of the Company or any
            instrument or act which falls within the authority hereby conferred
            shall be conclusive evidence that such is the case so far as any
            third party is concerned.



     Any matter of discipline will be considered and determined by the Board of
     directors of the Company, whose decision will be final. If you have any
     grievance relating to your employment, you should apply in writing to the
     Group Managing Director of the Company.


     The policy of the Company is to regard the promotion of health and safety
     measures as a mutual objective for management and employees at all levels.


     You will have no claim in respect of the termination of your employment if:

     19.1.  such termination is by reason only of the liquidation of your
            employer for the purposes of amalgamation or reconstruction; and

     19.2.  you are offered comparable employment with a company resulting from
            such amalgamation or reconstruction on terms no less favourable than
            the terms hereof.


     All other statements (if any) of the terms of your employment are hereby
     abrogated and superseded. There are no collective agreements which directly
     affect the terms and conditions of your employment.


     This agreement shall be governed by English law and each party submits to
     the non-exclusive jurisdiction of the English courts.


     You must notify us in writing:

     22.1.  of any change in your name, address, marital status or next-of-kin
            within one month of such change; and

     22.2.  forthwith of your conviction for a criminal offence or if you become
            bankrupt, apply for or have made against you, a receiving order,
            make any composition with your creditors or commit any act of


IN WITNESS whereof this Agreement has been executed as a deed and delivered the
day and year first before written.

EXECUTED as a deed by
Last Minute Network Limited
acting by



SIGNED as a deed by
David Howell

[Signature of David Howell]

[Signature of N. Alcorn]

[Printed Signature of N. Alcorn]


Top Flat, 6 Crouch Hill Rd, London, N8 8HU


Head of HR, (