Employment Agreement - ORC International Ltd. and Nigel Maxfield
CONTRACT FOR EMPLOYMENT
FOR
ORC INTERNATIONAL LTD.
(the "Company")
Angel Corner House
1 Islington High Street
London, England
1. PARTIES
This agreement is made between the Company and Nigel Maxfield, * * * * *
2. STATE DATE AND DURATION
This agreement is made this 12th day of December, 2001. Your employment
shall continue indefinitely subject to termination in accordance with
Clauses 11, 17 and 18 of this agreement. June 7, 1983 will be used as the
date to determine continuity of service.
3. JOB TITLE AND RESPONSIBILITIES
Your job title is Deputy Managing Director, O.R.C. International Ltd. You
are also a member of the Company's "Worldwide Managing Board". Your duties
and this appointment may be performed by you solely or jointly with
whomsoever the Company may appoint. Your current duties are the growth and
profitability of O.R.C. International Ltd. You are responsible to Managing
Director or his designee from time to time. Unless otherwise expressly
stated in this agreement all consents and authorizations which you are
required to obtain from the Company shall be given by the Managing Director
on behalf of the Company or such other person as the Company may specify or
the Managing Director may delegate to from time to time.
The Company is fast growing and flexibility is important. You shall
therefore be required to undertake such other duties as the Company
specifies and which are consistent with your position within the Company.
The Company reserves the right to require that you do not perform any
duties or attend the Company's premises during any period of suspension or
whilst you
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are under notice of termination of your employment provided that you
continue to be paid the salary and benefits to which you are entitled under
this agreement.
4. NORMAL PLACE OF WORK
Your primary place of work will be at Angel Corner House, 1 Islington High
Street, London, England. The Company reserves the right to change your
normal place of work to any place within the North and South Circular Road
of London. You will be given at least one month's notice of any such
change.
Your duties will involve travel to clients' locations. You may be required
to travel anywhere within the UK, Europe and the US as is necessary for the
proper performance of your duties. Should it prove necessary that you work
outside the UK for more than one month, the terms of this agreement will be
reviewed.
5. WHOLE TIME AND ATTENTION
During your employment with the Company you shall devote your best efforts
to promoting the Company's business and may not, without the prior written
consent of the Company which will normally not be given and subject to any
terms and conditions the Company may reasonably impose, engage whether
directly or indirectly in any other business or employment.
During your normal hours of work you shall devote your whole time and
attention to your duties for the Company and shall not be engaged in any
other activities without the Company's prior written consent.
Notwithstanding the above, you may hold units of an unauthorized unit trust
up to 5% of the issued securities of any class of shares in any company
whose shares are listed on a recognized stock exchange including shares in
respect of which dealing takes place in the Alternative Investment Market
or the International Stock Exchange of the UK and Republic of Ireland
Limited.
6. CONFIDENTIAL INFORMATION
During the course of your employment with the Company you are likely to
have access to secret or confidential information regarding the affairs of
the Company. Group companies ("Group" company being as defined in section
53(i) of the Companies Act of 1989) and its or their clients, customers and
business associates, including without limitation, information concerning
the Company's survey methodology, survey plans, products, market surveys or
reports, technical operations, inventions, processes, compilations of names
and addresses of clients, methods of distribution, customers, trade
secrets, business budgets and financial status ("Confidential
Information").
During the course of your employment and after its termination you shall
not use (save for the benefit of the Company or any Group company and in
the proper performance of your duties) and you shall not disclose, divulge
or communicate
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directly or indirectly to any third party any Confidential Information
without the Company's prior written consent.
The term Confidential Information shall not include information which is
already in the public domain otherwise than by unauthorized disclosure or
which you are ordered to disclose by a Court of competent jurisdiction.
7. NORMAL WORKING HOURS
You are required to work a minimum of 36 1/4 hours per week. Your normal
hours of work are between 9:15 a.m. and 5:30 p.m. Monday to Friday
inclusive of a one hour unpaid break for lunch.
The nature of your position is such that you are required to work such
additional hours as are necessary for the proper performance of your duties
without additional pay.
You hereby agree to opt out of Regulation 4(1) of the Working Time
Regulations 1998, although you may terminate such opt out at any time by
giving the Company not less than three months written notice.
8. SALARY
Your salary is (pound)110,000 (one hundred ten thousand pounds) sterling
gross per year which will accrue on a daily basis. This will be paid at the
end of each month, after deduction of tax, social security contributions
and agreed deductions in equal installments in arrears in accordance with
the Company's procedures from time to time.
Your salary will be reviewed upwards in accordance with the Company's
procedures from time to time. Currently salaries are reviewed annually each
January. Any such change will be notified to you in writing by no later
than the first salary payment at the higher rate. You are also eligible to
participate in any incentive compensation program that may be developed for
the Company.
9. EXPENSES
The Company shall reimburse you for all expenses reasonably and properly
incurred by you in the proper performance of your duties in accordance with
the Company's expenses policy as amended from time to time. Such
reimbursement will be made within one month of such expenses being incurred
provided that such vouchers, receipts or other evidence of such expenses
having been incurred are produced as the Company may from time to time
reasonably require.
If the Company advances to you any sums in respect of expenses to be
incurred such sums are the property of the Company. You are required to
repay the outstanding balance of any such advance against which expenses
claims have
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not been properly submitted within one month of the date on which such sums
are advanced to you. If you do not repay such outstanding sums, the Company
is hereby irrevocably authorized to deduct the same from any payment of
salary due to you under Clause 8 above, or any money owed to you by the
Company on or after termination of your employment.
10. HOLIDAY
(a) Entitlement
The Company's holiday year is the calendar year. In addition to Statutory
and Bank Holidays (currently New Year's Day, Good Friday, Easter Monday,
May Day, Spring Bank Holiday, Summer Bank Holiday, Christmas Day and Boxing
Day) your holiday entitlement per year is 30 days.
During your first and last calendar years of employment with the Company
your holiday entitlement will be calculated at the rate of one twelfth of
your annual entitlement for each complete calendar month of employment with
the Company in the calendar year.
(b) Procedures
You must give at least two weeks notice of proposed holidays to the
Company. You may not take holidays without the prior approval of the
Company.
(c) Termination of Employment
The Company will compensate you for any accrued but untaken holiday
entitlement outstanding on termination of your employment at the rate of
1/365th of your gross annual basic salary for each accrued but untaken day
of holiday.
If you have taken in excess of your accrued holiday entitlement on
termination of your employment you must repay to the Company the excess
holiday pay paid to you at the rate of 1/365th of your gross annual basic
salary for each day's holiday taken in excess of your entitlement. If you
do not repay such excess holiday pay the Company is hereby irrevocably
authorized to deduct such amount from any money owed to you by the Company
on or about termination of your employment.
11. SICKNESS
(a) Notification
If you are absent from work due to sickness or injury you must inform your
Manager as soon as possible on your first day of absence. You must keep
your Manager regularly informed of the reasons for and expected duration of
your absence.
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If you are absent for more than 7 consecutive days (including weekends and
holidays) you must provide your Manager with a medical certification on the
8th day and thereafter weekly.
Immediately following your return to work after any period of absence due
to sickness or injury you will be required to complete a self certification
form. This information is required to calculate your entitlement to
Statutory Sick Pay ("SSP") and such self certification forms will be
retained in the Company's records.
Any unauthorized absence must be explained and failure to do so may be
treated as a disciplinary matter.
(b) Sick Pay
If you are absent from work due to sickness or injury and comply with the
requirements of Sub clause 11(a) above regarding notification you will be
paid SSP and/or Company Sick Pay ("CSP") as set out below.
(i) Statutory Sick Pay
You will be paid SSP in accordance with the provisions of the Social
Security contributions and Benefits Act 1992 as amended from time to time.
For SSP purposes your qualifying days are Monday to Friday inclusive.
(ii) Company Sick Pay
The Company reserves the right to require you to be examined at any time by
an independent doctor of its choice and at its expense and to cease payment
of your basic salary forthwith if it is advised by that doctor that you are
fit to return to work. Failure to attend any examination without reasonable
cause shall entitle the Company to cease payment of your basic salary
forthwith.
If you are absent from work due to ill health for a period or periods
exceeding six months in any period of twelve months the Company is entitled
to terminate your employment by giving you your statutory minimum notice
save that where the Company has provided you with permanent health
insurance benefit no termination will be effected pending a decision from
insurers in respect of the benefit or if benefit is being provided by
insurers and the insurers confirm that termination will not affect the
provision of benefit. You shall have no claim for damages or otherwise
against the Company in respect of such termination.
If your absence is due to injury or actionable nuisance or negligence
caused by a third party or third parties all payments made to you under
this clause by the Company to the extent that compensation is recoverable
from any third party (or would be but for this clause) constitute a loan to
you from the Company and shall be repaid by you when and to the extent that
the Company requests such repayment.
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12. PENSION AND RETIREMENT
You are eligible to participate in the Company's pension scheme, subject to
the terms of such scheme as amended from time to time. These are personal
portable pensions run by Norwich Union. Currently the Company makes monthly
contributions at the rate of 5% of your gross basic monthly salary into the
Company pension scheme.
There is no contracting out certification (issued under the Pension Schemes
Act 1993) in force in respect of your employment.
The normal retirement age for your employment is 65 years. The Company
reserves the right to depart from this retirement age if the Company
considers that this is appropriate.
13. PRIVATE MEDICAL INSURANCE
You are currently entitled at your request within seven days from your
starting date to participate in the Company's Private Medical Insurance
scheme in accordance with the Company's policy as amended time to time. The
Company reserves the right to vary, amend or remove this benefit at its
sole discretion. This program is fully paid for by the Company and covers
the Employee, Employee's spouse and family members.
14. LIFE INSURANCE
The Company will provide you with life insurance coverage in accordance
with the Company's policy as amended from time to time. The Company
reserves the right to vary, amend or remove this benefit at its sole
discretion. The death-in-service benefit equals four times salary.
15. COMPANY CAR
(a) The Company shall provide the Employee with the use of a motor car
("the Company car") in accordance with the Company's car policy. The
annual car allowance is(pound)6,300 (car or cash equivalent). The
Company car shall be replaced by the Company in accordance with the
Company's car policy from time to time. The Company shall be
responsible for payment of the insurance and road fund tax and all
fuel (except fuel used outside the UK), running and maintenance
expense in respect of the Company car ("the standing and running
costs"). The Employee shall be responsible for ensuring that the
Company car is at all times kept in good condition and shall report
any accident and any endorsement to his license within 7 days of
occurrence.
(b) The Company car shall at all times be the property of the Company
(subject to any hire, purchase hiring, leasing, lease purchase or
other similar agreement which the Company may have entered into in
respect of
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the Company car) and shall be registered in the name of the Company
and shall be returned to the Company forthwith upon the termination of
the Employee's employment.
(c) The Employer shall be entitled to require the Employee to return the
Company car to the Employer if the Employee is prevented from working
by reason of illness or injury or similar incapacity or by industrial
action for a period exceeding 28 days.
16. INTELLECTUAL PROPERTY
(a) Copyright
The Copyright, Designs and Patents Act 1988 governs the ownership of
copyright in literary, artistic and other works created by you in the
course of your employment. In relation to all such copyright the Company
(as your employer) is the owner.
If during your employment you at any time (whether alone or with any other
person, whether during the course of your normal duties or other duties
specifically assigned to you, and whether or not during normal working
hours) originate any design (whether registrable or not) or other work in
which copyright may subsist, you shall immediately disclose it to the
Company and, at the request and expense of the Company, you shall do all
things necessary and desirable to substantiate the rights of the Company in
relation to that design.
(b) Inventions
The Patents Act 1977 provides that, subject to certain conditions, an
invention made by you (as the Company's employee) will belong to the
Company if it is made in the course of your normal duties or in the course
of other duties specifically assigned to you.
If at any time during your employment (whether or not whilst engaged in the
performance of your duties) you discover, make or conceive, either alone or
in conjunction with others, any invention, discovery or design which
relates to the business of the Company (an "Invention") you shall:
(i) immediately communicate or explain in writing full particulars of the
invention to the Company, whether you consider the Invention to be, by
virtue of Section 39 of the Patents Act 1977, your own property or the
property of the Company; and
(ii) where the Invention is the property of the Company, at the request and
expense of the Company, supply all such information, data and drawings
as may be necessary to enable the Company to exploit the Invention to
its best advantage and shall execute and do all such documents and
things as may be necessary or desirable for
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obtaining patent or similar protection for the same in such part or
parts of the world as may be specified by the Company and for vesting
the same in the Company or as it may direct.
(c) Moral Rights
You hereby irrevocably waive any rights you may have under Chapter IV of
Part I of the Copyright Designs and Patents Act 1988 ("Moral Rights") any
foreign law assigning corresponding rights in respect of any acts of the
Company or done with the Company's authority in relation to all copyright
material generated by you.
Rights and obligations under this Clause 16 in respect of all intellectual
property (including any copyright, Inventions, or Moral Rights) shall
continue in force after the termination of your employment and shall be
binding upon your representatives.
17. NOTICE OF TERMINATION OF EMPLOYMENT
Unless previously terminated in accordance with clause 18 your employment
shall continue until terminated by either party giving to the other not
less than twelve months notice in writing.
Your employment will terminate automatically on your 65th birthday which is
the normal retirement date for the employees of the Company.
The Company reserves the right in its sole and absolute discretion to
terminate your employment with immediate effect at any time by making a
payment in lieu of notice equivalent to salary for the notice period or,
where notice has been given for the balance of the notice period. The
payment shall consist solely of an amount equivalent to salary in lieu of
notice, and shall not include any payment in respect of any bonus or other
contractual benefits. For the purposes of this clause salary shall be
calculated at the rate in force at the date of termination.
Any payment in lieu of notice paid pursuant to clause 17.3 will be paid
less tax and National Insurance as required by law.
18. TERMINATION OF EMPLOYMENT WITHOUT NOTICE
Notwithstanding any other provision of this agreement the Company shall
(without prejudice to the other rights and remedies of the Company) be
entitled to terminate your employment without notice and without pay in
lieu of notice in appropriate circumstances including where you:
(a) commit any serious or persistent breach of your obligations under this
agreement; or
(b) refuse or neglect to comply with any lawful order or direction given
by the
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Company; or
(c) refuse or neglect to comply or give the Company reasonable grounds for
believing you have refused or neglected to comply with the Company's
policies on sexual harassment and drink and drugs;
(d) are guilty or the Company has reasonable grounds to believe you are
guilty of any gross negligence, default or misconduct in connection
with or affecting the business of the Company or any Group company; or
(e) conduct yourself in a manner prejudicial to the Company or any Group
company; or
(f) are convicted of an offense or give the Company reasonable grounds for
believing you are guilty of an offense (other than an offense which in
the opinion of the Company does not affect your position within the
Company); or
(g) become of unsound mind pursuant to any statute relating to mental
health.
You shall have no claim against the Company for damages by reason of
termination of your employment by the Company in accordance with these Sub
clauses.
19. GARDEN LEAVE
At any time after you or the Company has given notice to the other to
terminate the employment in accordance with the terms of this Agreement or
after you have purported to terminate the employment without giving full
notice and the Company does not accept such resignation on such terms, the
Company may require that during any such notice period or any part or parts
of such notice period you do not enter or attend the premises of the
Company ("Garden Leave"), and during any period of garden leave you must
not do any of the following:
(a) undertake any work for any third party whether paid or unpaid and
whether as an employee or otherwise;
(b) have any contact or communication with any client, customer or
supplier of the Company;
(c) have any contact or communication with any employee, officer,
director, agent or consult of the Company;
During any period of Garden Leave the Company may require you to do any of
the following:
(a) perform special projects or perform duties not within your normal
duties
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or perform some but not all of your normal duties;
(b) keep the Company informed of your whereabouts so that you can be
contacted if the need arises for you to perform any duties under the
Clause above.
During any period of Garden Leave you will remain an employee of the
Company and the employment shall continue (notwithstanding that you have
resigned as a board director or from any offices of the Company and you are
not entitled to become employed or engaged by any other company,
partnership, person or entity in any capacity (whether paid or unpaid). You
will continue to be paid salary and be provided with contractual benefits
during any period of Garden Leave in the usual way (save that you will not
be entitled to receive any bonus or commission during or in respect of such
periods).
20. RESTRICTIVE COVENANTS
20.1 You hereby agree that for a period of 6 months following termination
of your employment you will not directly or indirectly whether on your own
account or jointly in association with or on behalf of any third party: in
the Restricted Area and in competition with the Company or any relevant
Group company:
(a) solicit, canvas or endeavor to obtain business relating to the market
research business from any person, firm or corporation who was a
client or customer or potential client of the Company or any Group
company at the date of termination of your employment and with whom
you were in the habit or dealing in the 12 months preceding
termination of your employment;
(b) deal with, accept orders or business relating to the market research
business from any person, firm or corporation who was a client or
customer or potential client or customer of the Company or any Group
company at the date of termination of your employment and with whom
you were in the habit of dealing in the 12 months preceding
termination of your employment;
(c) solicit or entice away or procure employment for, or endeavour to
solicit or entice away or procure employment for, any employee of the
Company or any Group company in an executive, managerial, or sales
capacity employed by the Company or any Group company at the date of
termination of your employment and with whom you had material contact
by virtue of your employment;
(d) use, recollect or seek to duplicate any customer base or subscription
based used by the Company or any Group company.
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20.2 At any time after termination represent yourself as being in any way
connected with or interested in the business of the Company or any
Relevant Group company.
20.3 Each of the obligations contained in clause 20.1 above is an entirely
separate and independent restriction on you, despite the fact that it
may be contained in the same phrase or sub-clause, and if any part is
found to be unenforceable the remainder will remain valid and
enforceable. The restrictions are considered by you and the Company to
be reasonable, but in the event that any such restriction is held to
be void or ineffective but would be valid and effective if some part
thereof were deleted such restriction shall apply with such
modification as may be necessary to make it valid and effective.
20.4 For the purposes of this clause the following definitions apply:
"Restricted Area" means UK or anywhere in the world in which the
Company undertakes or is planning to undertake a significant business
operation at the date of termination;
"Relevant Group Company" means any group company for which you have
worked or performed services or in which you have held office during
the twelve months immediately prior to the termination (and if
applicable their predecessors in business during such twelve month
period);
"Termination" means the termination of employment.
21. SERVICE OF NOTICE
Any notice required to be given under this agreement shall be in writing
and shall be deemed served if it is personally delivered to or sent by
first class registered post to the last known address of the other party.
Any notice so posted shall be deemed served upon the second day following
that on which it was posted.
These provisions are considered reasonable by the parties in all circumstances
at date hereof.
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22. RETURN OF COMPANY PROPERTY
Upon termination of your employment you shall immediately return to the
Company any and property including without limitation any Confidential
Information (as defined in Clause 6 of this Agreement) files, reports,
analyses, charts, records, materials, drawings, computer hardware or
software, keys, credit cards, petrol cards, etc. and any copies of the
same, belonging or relating to the Company or any Group company or its or
their business associates which you made or received during the course of
your employment with the Company and which are in your possession or under
your control.
23. DISCIPLINARY PROCEDURE
You are referred to the Company's Disciplinary Policy as set out in the
Company's staff handbook as amended from time to time, the terms of which
do not form part of your contract of employment.
24. GRIEVANCE PROCEDURE
If you have a grievance relating to your employment you should raise the
matter initially with your manager. When stating any grievance you may be
accompanied by a fellow employee of your choice. You may be required to put
any such grievance in writing.
25. COLLECTIVE AGREEMENTS
There are no collective agreements which directly affect the terms and
conditions of your employment.
26. WHOLE AGREEMENT
This agreement constitutes the whole agreement between you and the Company
and supersedes and cancels any prior agreement between you and the Company.
27. GOVERNING LAWS
This agreement shall be governed by the laws of England and Wales.
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In witness whereof the Parties hereto have signed this agreement the day and
year written.
Signed by, for and on behalf
Of O.R.C. International Ltd. /s/ John F. Short 12/12/01
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Signed by the Employee /s/ Nigel Maxfield 12/12/01
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In the presence of /s/Jim Burke 12/12/01
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