Employment Agreement - uDate.com Ltd. and Martin Clifford
CONTRACT OF EMPLOYMENT
(including particulars of terms of employment
required by the Employment Rights Act 1996)
EMPLOYER UDATE.COM LIMITED of New Enterprise House, St Helens Street, Derby,
DE1 3GY ("the Company")
EMPLOYEE MARTIN CLIFORD
DATE: 9th May 2000
1. COMMENCEMENT OF EMPLOYMENT
1.1 Your employment with the Company will begin on or before 1st
June 2000 which is the date of commencement of your period of
continuous employment.
2. JOB TITLE
2.1 You are employed as the Business Development Manager.
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3. DUTIES
3.1 You will carry out such duties and comply with such
instructions consistent with your position and status as the
Company reasonably determines from time to time.
3.2 You will report to The Chief Executive Officer or such other
person as the company may decide appropriate.
4. PLACE OF WORK
4.1 Your place of work will be the Company's offices at New
Enterprise House, St Helens Street, Derby but you may be
required to work at any other location in the United Kingdom
and it is a condition of your employment that you comply with
any such requirement. Your role will require you to travel both
abroad and within the UK frequently.
5. REMUNERATION
5.1 Your basic salary will be Pound Sterling70,000 per annum which
is payable monthly in arrears on the last Friday of each month
by bank giro credit direct to your bank.
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5.2 You will be entitled to receive a bonus which will be
calculated at 65% of salary subject to terms and conditions to
be agreed between the parties within three months of the date
of commencement of your employment.
5.3 You will be entitled to receive a Motor Car Allowance of Pound
Sterling 15,000 per annum gross payable on the last Friday of
each month by bank giro credit direct to your bank. The
allowance is to enable you to purchase or lease a motor vehicle
for business and private use, such vehicle to be approved by
the Company as suitably commensurate with your status. The
allowance will also cover the cost of road fund licence,
insurance premiums and running expenses in respect of the motor
car including fuel, oil, maintenance and repairs.
6. EXPENSES
6.1 If you incur travelling expenses (other than travel to and from
work), accommodation or other expenses in the course of carrying out
your duties, you will be reimbursed for these by the Company on
production of appropriate vouchers or receipts.
7. HOURS OF WORK
7.1 Your normal hours of work are from 9.00am until 5.00pm Monday
to Friday inclusive with a one hour break for lunch to be taken
between 1.00pm and 2.00pm. You will be required to work such
additional hours as may be necessary for the proper performance
of your duties, for which you will receive no additional
payment.
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8. HOLIDAYS AND HOLIDAY PAY
8.1 You are entitled, in addition to the usual bank and public
holidays, to 20 working days' paid holiday in each calendar
year of employment. Where you are employed for part of a
calendar year only - either on commencement or termination of
your employment - you will be entitled to paid holiday pro rata
to the number of complete calendar months worked by you in the
relevant calendar year. The dates of your holiday must be
approved beforehand by your Manager. Unused holiday
entitlement may not be carried forward to the next year without
the written permission of your manager.
8.2 On the termination of your employment, where you have taken
more or less than your holiday entitlement as calculated above,
an adjustment based on your normal rate of pay will be made in
your final pay. The adjustment will be either by way of
deduction if you have taken more than your entitlement, or by
way of an additional payment where you have taken less than
your entitlement, calculated on a pro rata basis by reference
to the number of days' holiday in respect of which such
adjustment is made.
9. SICKNESS AND SICK PAY
9.1 If you are absent from work due to illness or injury or for
any other reason you must let the Company know by 10.30am on
your first day of absence that you will be unable to attend.
You must also keep the Company advised regularly if you
continue to be absent and of your likely return date. If you
are absent due to sickness or injury for one day or more,
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immediately you return to work you must obtain and complete a
sickness self-certification and submit it to your manager.
9.2 If you are absent for more than seven consecutive days
(including Saturdays and Sundays) due to illness or injury you
must obtain a doctor's certificate where appropriate at your
own expense and give or send it immediately to your manager.
Thereafter any further absence must continue to be supported by
doctor's certificates.
9.3 Failure to comply with the above procedures will result in the
loss of the discretionary element of Company sick pay (referred
to below) and may also disqualify you from receiving Statutory
Sick Pay ("SSP"). For the avoidance of doubt the Company will
be entitled to terminate your employment in accordance with the
terms of this Contract (whether with or without notice as
appropriate in the circumstances) during any period of sickness
absence.
9.3.1 Provided that you have complied with the requirements above,
the Company will continue to pay you at your normal rate of
pay during any unavoidable absence through sickness or injury
(whether continuous or intermittent) up to a maximum, in any
period of 12 consecutive months, of four weeks at full pay,
then four weeks at half pay and thereafter at the discretion
of the Company. Any payment made to you under this provision
will include any entitlement which you may have to receive SSP
from the Company. Company sick pay will be reduced by the
amount of any Social Security benefits recoverable by you
(whether or not recovered) in respect of your illness or
injury.
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9.4 Your "qualifying days" for SSP purposes are Monday to Friday
(inclusive).
10. PENSION AND OTHER BENEFITS
10.1 There is no Company pension scheme and no contracting out
certificate has been obtained in respect of your employment.
10.2 You will be eligible for immediate insurance cover under the
Company's life assurance scheme, (or any other scheme providing
an equivalent benefit) subject to the rules of the scheme from
time to time and such evidence of health as such insurance
company may require.
10.3 You will be eligible for immediate medical expenses insurance
and permanent health insurance.
11. SHARE OPTION SCHEME
You may be invited to participate in the Company's Share Option Scheme
("the Share Option Scheme") in accordance with its rules from time to
time ("the Rules").
12. CONFIDENTIALITY
12.1 In the ordinary course of your employment you will be exposed
to information about the business of the Company and the Group
and the suppliers and customers of the Company and the Group
which is confidential or is
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commercially sensitive and which may not be readily available
to competitors or the general public and which if disclosed
will be liable to cause significant harm to the Company or the
Group.
12.2 You must not whether during or after your employment, except as
authorised or required by your duties as an employee of the
Company, reveal to any person, firm, company or organisation or
otherwise make use of any of the trade secrets, secret or
confidential operations, processes or dealings or any
information (other than that within the public domain)
concerning the organisation, business, finances, transactions
or affairs of the Company or any Group company (including lists
of the customers or clients) of the Company or of any such
company which may come to your knowledge during your
employment. Nothing in this clause will prevent you from
disclosing information to comply with a Court Order or perform
any statutory obligation on you to do so.
13. ACTIVITIES DURING YOUR EMPLOYMENT
You will not during your employment, except with the written consent
of the Company, be directly or indirectly engaged, concerned or
interested in any other trade, business or occupation whatsoever.
Further, you must not during your employment except with the Company's
written consent, introduce to any other competing business orders for
goods or services with which the Company is able to deal.
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14. DISCIPLINARY AND GRIEVANCE PROCEDURE
14.1 The Company does not operate a formal disciplinary procedure
which is applicable to your employment. If you have any
grievance in relation to your employment you should raise it
with your manager in writing. If the matter is not resolved you
may then take it up in writing with the Chief Executive Officer
whose decision will be final.
15. TERMINATION OF EMPLOYMENT
15.1 Subject as follows the Company can terminate your employment at
any time by giving you three calendar months' written notice.
15.2 You may terminate your employment at any time by giving the
Company at least three calendar months' written notice.
15.3 The Company has the right to terminate your employment without
notice if you breach the terms and conditions of your
employment and/or in the case of gross misconduct. Gross
misconduct includes (but is not limited to) dishonesty, fraud,
insider dealing, breach of company confidentiality, pilferage,
being under the influence of alcohol or prescribed drugs or
other substances at work, flagrant disobedience of reasonable
orders from superiors, causing actual or threatening physical
harm, harassment (sexual racial or by reason of another's
disability) and causing damage to Company property.
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16. COMPANY PROPERTY
On request and in any event on termination of your employment for any
reason you are required to return to the Company all company property
including any company car, company credit or charge cards, your
security pass, all keys, computer hard and software including discs
and all documents in whatever form (including notes and minutes of
meetings, customer lists, diaries and address books, computer
printouts, plans, projections) together with all copies which are in
your possession or under your control. The ownership of all such
property and documents will at all time remain vested in the Company.
17. NORMAL RETIREMENT AGE
Your normal retirement age is 65 years and your employment will
automatically terminate when you reach this age.
18. DEDUCTIONS
You hereby authorise the Company to deduct from your pay (including
holiday pay, sick pay, bonus or commission and pay in lieu of notice)
any amounts which are owed by you to the Company or any other company
in the Group (including any season ticket or other loans, travel
allowance, expenses float or relocation assistance).
19. RULES, POLICIES, PROCEDURES
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You must comply at all times with the Company's rules and procedures
relating to equal opportunities, harassment, health and safety, compliance,
external interests and all other rules and procedures introduced by the
Company from time to time. Copies of all rules, policies and procedures can be
obtained from the Company Secretary. For the avoidance of doubt such rules,
policies and procedures are not incorporated by reference into this Contract
and they can be changed, replaced or withdrawn at any time at the discretion
of the Company. Breach of any Company rules, policies or procedures may result
in disciplinary action.
20. ENTIRE AGREEMENT
This Contract contains the entire and only agreement between us and
supersedes all previous agreements between you and the Company, except
for the agreement to be reached between the parties concerning the
terms and conditions relating to your entitlement to a bonus payment.
21. MEANING OF WORDS USED
In this Contract "Group" means the Company any holding company of the
Company for the time being and any subsidiary (as defined in Section
736 of the Companies Act 1985) for the time being of the Company or
its holding company and "Group company" means any company in the
Group.
Signed on behalf of the
Company by /s/Melvyn Morris CEO Date 12/5 2000
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I understand and agree to the terms and conditions of my Contract of
Employment as set out above.
Employee's signature .../s/ Martin Clifford............... Date 12rd May 2000
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