Employment Agreement - uDate.com Ltd. and Anthony Dunn
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 ANTHONY DUNN of Apartment 501, 223 Regent Street, London, W1R 8QD
DATE: May 3, 2000
1. COMMENCEMENT OF EMPLOYMENT
1.1 Your employment with the Company will begin on 15th May 2000
which is the date of commencement of your period of continuous
employment.
1.2 Your period of continuous employment began on 1 August 1998.
Employment with Icebreakers Personal Network Limited will count
as part of your period of continuous employment with the
Company.
2. JOB TITLE
You are employed as the Chief Technical Officer.
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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.
4. PLACE OF WORK
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. You are not
currently required to work outside the United Kingdom other than
business trips in the course of your duties.
5. REMUNERATION
5.1 Your basic salary will be Pound Sterling87,500 per annum which
is payable monthly in arrears on the last Friday of each month
by bank giro credit direct to your bank.
5.2 You will be entitled to receive a bonus which will be calculated
at 40% of salary subject to terms and conditions to be agreed
between the parties within three months of the date of
commencement of your employment.
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5.3 You will be entitled to receive a Motor Car Allowance of Pound
Sterling16,000 per annum which is payable monthly in arrears 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
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.
7.2 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 commercially sensitive and which may not
be readily available to competitors
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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 twelve calendar months' written notice.
15.2 You may terminate your employment at any time by giving the
Company at least six 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. ACTIVITIES ON TERMINATION
17.1 For the purposes of this clause "RELEVANT GOODS OR SERVICES" are
goods or services which are the same as or of a similar kind to
those which in the period of 12 months before the termination of
your employment have been dealt in or supplied by you in the
course of your duties for the Company or any Group Company,
"RELEVANT CUSTOMER" means any person, firm, company or
organisation with whom you have dealt in the period of 12 months
before the termination of your employment and who as a result of
your dealings has bought goods or services from or been supplied
with goods or services by the Company or any Group Company; and
"CRITICAL PERSON" means any person who at any time during the
period of 12 months before termination of your employment was an
employee, director, officer or agent of the Company or any Group
Company, who by reason of his or
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her employment, appointment or engagement and particular his/her
seniority, or expertise and knowledge of trade secrets or
confidential information of the Company or any Group Company is
likely to be able to assist or benefit a competitor of the
Company or any Group Company.
17.2 In the course of your employment by the Company you will have
dealings with the suppliers and customers of the Company and of
the Group and access to the confidential information of the
Company the Group and their officers, employees and customers
and in order to safeguard the Company's business and that of the
Group you have agreed the following terms.
17.3 You will not from the date of termination of your employment
either on your own account(whether directly or indirectly) or as
a representative employee, partner, director, financier,
shareholder or agent of any other person, firm, company or
organisation:-
17.4 For a period of 12 months engage or be concerned in selling any
relevant good or services within the sales area or areas in
which you have operated in the last 12 months of your
employment; or
17.5 For a period of 12 months within a radius of 12 miles of any
premises of the Company or any Group company from or at which
you worked in the last 12 months of your employment supply any
relevant goods or services to any relevant customer; or for a
period of 12 months have any dealings in the sale or supply of
any relevant goods or services to any relevant customer; or
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17.6 For a period of 12 months canvass or solicit orders for any
relevant goods or services from any relevant customer; or
17.7 For a period of 12 months directly or indirectly in connection
with a business the same as or materially similar to that
carried out by the Company or any Group Company when your
employment terminates, solicit, induce or entice away from the
Company or any Group Company any critical person or employ,
engage or cause, procure or encourage the employment or
engagement in any capacity by you or by any person, firm,
company or organisation of any critical person.
17.8 If after your employment ends you propose to enter into any
contract of employment, appointment or engagement you must
before so doing bring all the terms of this Contract
(particularly Clause 11 to 16 and 18) to the attention of any
proposed new employer or organisation appointing you.
18. COPYRIGHT
18.1 The entire copyright, design right and rights of a similar
nature throughout the world in works of any description made by
you in the course of or in connection with your employment under
this Contract are owned by the Company.
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18.2 You will (both during or after the termination of your
employment) at the request and expense of the Company do
everything (including executing documents) that may be required
by the Company to protect, perfect or enforce all rights granted
or confirmed to the Company.
19. PATENTS
19.1 If you make any invention (whether patentable or not) during the
course of your employment you must disclose full details to the
Company immediately and you must not disclose details of the
existence or nature of the invention to anyone else. On
termination of your employment for any reason you will be
required to confirm that you have disclosed to the Company full
details of all such inventions.
19.2 inventions will belong solely to the Company subject to any
statutory rights you may have.
19.3 You will at the request and expense of the Company do everything
(including executing documents) that the company may enquire to
obtain, secure, enforce or commercially exploit intellectual
property rights in any such inventions.
19.4 You acknowledge the need for the strictest secrecy in respect of
all inventions and other industrial technology of the Company.
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20. NORMAL RETIREMENT AGE
Your normal retirement age is 65 years and your employment will
automatically terminate when you reach this age.
21. 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 ).
22. RULES, POLICIES, PROCEDURES
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.
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23. 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.
24. 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 Melvyn Morris CEO Date 3rd May 2000
I understand and agree to the terms and conditions of my Contract of Employment
as set out above.
Employee's signature .../s/ Anthony Dunn....... Date 3rd May 2000
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