This Contract
of Employment (the “Contract”) is issued in accordance
with the Employment Rights Act 1996 as amended.
This Contract
is dated the 7 May between the following parties:
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Harris
Interactive UK Ltd (the “Company”)
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Registered
Office Address :
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Waterman’s Park, High Street, Brentford,
TW8 0BB
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Employee
Name:
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Robert
Salvoni
(the “Employee”)
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Address:
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48 Strawberry
Hill Road
Twickenham
TW1 4PY
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Position:
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Managing
Director, Europe
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1.
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COMMENCEMENT OF
EMPLOYMENT
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1.1
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The
Employee’s employment with the Company as stated above begins
on 15 May 2009 (the “Commencement Date”) and will
continue unless and until terminated in accordance with the terms
of this Agreement.
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1.2
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The
Employee’s period of continuous employment with the Company
began on 15 May 2009 and any previous employer does not count
as part of the Employee’s period of continuous service with
the Company.
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1.3
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This Agreement, the Letter of Offer
dated 5 th may 2009 (and all documents annexed
thereto) contains the entire terms of employment agreed between the
Employee and the Company and supersedes and replaces all prior
negotiations agreements arrangements or understandings between the
Employee and the Company or any Associated Company relating to your
employment or services with the Company and any Associated Company
whether written or oral express or implied all of which will be
deemed to have been cancelled by mutual agreement. [No variation or
addition to this Agreement and no waiver of any provision will be
valid unless in writing signed by or on behalf of both
parties.]
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1.4
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The
Company’s Employee Handbook as amended from time to time is
provided by way of guidance to the Employee during employment with
the Company, and although it does not form part of his/her terms
and conditions of employment, he/she will be expected to adhere to
the policies, procedures and guidelines contained therein. The
current edition of the Handbook is available from the Human
Resources department.
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2.
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JOB DUTIES AND
RESPONSIBILITIES
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2.1
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The
Company employs the Employee in the capacity of Managing Director,
Europe. Neither the Employee’s job title or his/her duties
limits or defines what he/she may be required to do and the Company
has the right at any time during his/her employment to require
him/her to undertake any duties commensurate with those of the
Managing Director, Europe, and falling within his/her role and
responsibilities and capabilities even if they are undertaken by
others from time to time or to require him/her to undertake another
role within his/her capabilities as the Company’s business
needs may from time to time determine.
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2.2
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The
Employee shall devote all his/her time, attention and skill to
his/her duties of employment.
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2.3
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The
Employee’s work will initially be directed by Kimberly Till,
CEO, or such person as the Company may designate from time to
time.
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2.4
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The
Employee is required to act in the best interests of the Company at
all times and in accordance with all the Company’s rules,
regulations and policies from time to time in force.
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2.5
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The
Company may reasonably require the Employee (as part of the
Employee’s duties of employment) to perform duties or
services not only for the Company but also for any Associated
Company where such duties or
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services are consistent with the
Employee’s duties to the Company. The Company may in
agreement with the Employee, assign his/her employment to any
Associated Company on the same terms and conditions as set out, or
referred to in this Contract.
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3.
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PLACE OF WORK
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3.1
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The
Employee’s place of work will be at our London office based
at Watermans Park, High Street, Brentford, TW8 0BB or at any
premises from which the Company may operate from time to
time.
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3.2
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The
Company may require the Employee to travel for the performance of
his/her duties. The Company will not require the Employee to work
outside the United Kingdom for a period of one month or
more.
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4.
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PROBATIONARY PERIOD
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The
first 12 (twelve) weeks after the Commencement Date will be
considered a probationary period during which either party may
terminate the relationship with one month’s written notice
and on reasonable grounds. The Company reserves the right to make a
payment in lieu of notice.
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The
provisions contained in this Agreement relating to Company Sick
Pay, disciplinary and grievance procedures and benefits (set out in
clause 9) do not apply to your employment during your probationary
period.
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The
Company further reserves the right to extend your probationary
period should this be considered necessary by the
company.
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5
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SALARY
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5.1
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The
Employee shall receive an annual salary of £160,000 which
will be payable in twelve (12) monthly installments on the last
working day of each calendar month, in arrears, less all applicable
taxes and NI contributions by bank transfer to a bank account of
the Employee’s choice which the Employee is required to
notify to the Human Resources department on joining the Company.
Future increases to salary, if any, (which shall be entirely at the
Company’s discretion) will be notified to the Employee
separately and will be set out on the Employee’s itemised pay
statement.
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5.2
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Pay
for the full calendar month is credited to the Employee’s
account normally on the last working day of each calendar month.
Should the Employee commence or terminate the Employee’s
employment other than on a date at the start or end of the calendar
month, the Employee will receive salary proportional to the time
worked in that calendar month.
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5.3
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The
Employee’s remuneration package must be treated as
confidential and must only be discussed internally with appropriate
Managers.
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6.
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HOURS OF WORK
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6.1
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The
Employee’s basic hours of work are 37.5 hours per week.
Normal working hours are 9:00 am to 5:30pm Monday to Friday, with
one hour for lunch. However, the Company reserves the right to
change the Employee’s start and finish times and the days
upon which the Employee works with reasonable notice.
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6.2
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The
Employee will also be required to work such additional hours as and
when requested to do so by the Company or when the proper
performance of the Employee’s work so requires. He/she will
not be entitled to be paid extra remuneration for any such
additional hours worked in excess of his/her basic weekly
hours.
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6.3
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All
hours worked are subject to the provisions of the Working Time
Regulations 1998 unless the Employee signs an opt-out agreement
under the terms of these Regulations.
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7.
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PERFORMANCE AND SALARY
REVIEW
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7.1
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An
Employee’s salary will be reviewed once a year (generally in
October) and may or may not be increased in the Company’s
absolute discretion.
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7.2
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The
Company reserves the right to change the time of the annual salary
review.
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8.
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EXPENSES AND
DEDUCTIONS
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8.1
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The
Company will pay for, or the Employee will be reimbursed for all
reasonable out-of pocket expenses properly incurred in the
performance of the Employee’s duties, including reasonable
travel, entertainment expenses, which are approved by the Company
and subject to the production of supporting vouchers or receipts
and subject to compliance with the expenses provisions set out in
the Company’s Expense Reimbursement Policy, as amended from
time to time.
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8.2
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The
Company will be entitled at any time during the Employee’s
employment and in any event on termination to deduct from his/her
remuneration under this Agreement or from any other sums owed or
owing by the Company to him/her any monies due from him/her to the
Company including but not limited to any outstanding loans,
overpayments, advances, the cost of repairing any damage or loss to
the Group’s property caused by him/her or any holiday he/she
has taken in excess of his/her pro-rated leave entitlement accrued
to the relevant date.
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9.
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BENEFITS
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9.1
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The
Employee, if eligible, will be able to participate in the
Company’s medical, other health, welfare and employee benefit
programmes including pension schemes (together
“Schemes”) from time to time in force.
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9.2
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The
provision of benefits by the Company is subject to acceptance and
continuation of cover for the Employee by a scheme provider/insurer
as the Company may from time to time determine at rates acceptable
to the Company and to any conditions, exclusions or limitations
which such insurer may propose and without prejudice to the
Company’s right to amend vary, substitute or terminate such
benefits at any time. If a scheme provider/insurer refuses for any
reason to provide the relevant benefits to the Employee under the
applicable scheme, the Company shall not be liable to provide (or
compensate for the loss of) such benefits.
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9.3
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These benefits provided by the
Company may be subject to Inland Revenue rules and PAYE
requirements and deductions.
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9.4
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Full details of the schemes, as
amended from time to time, referred to above will be provided to
the Employee on joining the Company or on request from the Human
Resources Department.
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9.5
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Additional benefits associated with
the Employee’s employment, if any, will be set out in the
Employee’s Offer Letter.
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10.
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HOLIDAY ENTITLEMENT
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10.1
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In
addition to the Public holidays normally applicable in England, the
Employee is also entitled to 25 working days’ paid holiday in
each complete calendar year providing that you work five days a
week. This basic entitlement includes three days’ paid
holidays on dates to be determined by the Company, although
typically these will be for the period between Boxing Day and New
Year’s Day.
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10.2
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This entitlement increases to
28 days per calendar year after three full year’s
service, and is pro-rated for the period from the completion of the
three years full service to the end of that holiday/calendar
year.
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10.3
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Employees are also allowed to
‘buy and sell’ holidays up to a maximum of 5 days
leave per annum. You will be advised of the programme each December
for the following holiday year, when you will be expected to make
your decision about opting to buy or sell holiday for the following
year. This buying and selling will only be allowed at this time in
December.
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10.4
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Employees who work part-time will
have their holiday entitlement pro-rated according to the hours
that they work.
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10.5
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The
Company’s holiday year is from 1 st January to 31
st
December.
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10.6
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All
holidays paid and unpaid must be previously agreed in writing with
the Employee’s Manager, giving reasonable notice in writing
and will be subject to the business needs of the Company. Not more
than two weeks may be taken at any one time, save at the
Company’s discretion.
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10.7
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At
the start and termination of the Employee’s employment with
the Company, the Employee’s holiday entitlement will be
calculated on a pro-rata basis for each complete month the Employee
has worked for the Company during the relevant holiday year based
on one-twelfth of the annual entitlement. Your entitlement to
holiday pay will accrue ratably throughout the year.
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10.8
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If,
on the termination of the Employee’s employment the Employee
has exceeded their accrued holiday entitlement, this excess will be
deducted from the Employee’s final salary or any other sums
due to the Employee. If the Employee has holiday entitlement still
owing, the Company may pay the Employee a sum in lieu of accrued
holiday (less all applicable taxes and NI). For the avoidance of
doubt, one day’s holiday will be calculated on the basis of
1/260 th of your salary.
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10.9
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Holiday entitlement for one year
should be taken in the same holiday year. Failure to do so will
result in forfeiture of any such accrued holiday not taken. However
if this has not been possible because of mutually agreed business
requirements, subject to their Manager’s discretion,
5 days holiday entitlement can be carried over into January or
February of the next year. Any unused holiday entitlement after
this period will be lost. No payment in lieu of any untaken holiday
will be made.
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11.
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ABSENCE, SICKNESS AND SICK
PAY
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11.1
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On
the first working day of absence (other than pre-approved absence
such as holiday), the Employee must notify their Manager (or, in
his/her absence, another Manager) before 10 a.m. If the Employee is
unable to telephone the Manager, the Employee must arrange for
his/her absence to be notified on his/her behalf.
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11.2
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The
Employee must continue to keep the Company informed on a daily
basis for the first 5 working days of absence.
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11.3
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A
Self Certification Form must be submitted to cover the whole of the
absence period, even if it is just one day, in addition to a
Medical Certificate where appropriate. Entitlement to payment is
subject to notification of absence and production of medical
certificates as required above.
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11.4
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If
the Employee’s absence from work lasts for more than 7
consecutive days (including Saturday and Sunday), the Employee must
submit a medical certificate (signed by a Doctor) to the Company.
Medical certificates should be submitted to the Company to cover
the full period of the Employee absence from the 7
th
consecutive day of
illness. When a medical certificate expires, the Employee should
notify the Company on the first morning following expiry if he/she
does not intend to return to work.
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11.5
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Subject to the Employee’s
compliance with the notification procedures set out in this clause
11, the Company shall pay base salary in the event of absence due
to sickness in accordance with the Employee’s length of
service as set out below and always provided the total absence
comprises no more than 6 separate periods of absence within any
12 month
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