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CONTRACT OF EMPLOYMENT

Employment Agreement

CONTRACT OF EMPLOYMENT | Document Parties: HARRIS INTERACTIVE INC | Harris Interactive UK Ltd You are currently viewing:
This Employment Agreement involves

HARRIS INTERACTIVE INC | Harris Interactive UK Ltd

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Title: CONTRACT OF EMPLOYMENT
Date: 8/31/2009
Industry: Business Services     Sector: Services

CONTRACT OF EMPLOYMENT, Parties: harris interactive inc , harris interactive uk ltd
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Exhibit 10.4.15

CONTRACT OF EMPLOYMENT

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:

PARTIES

 

 

 

Employer :

 

Harris Interactive UK Ltd (the “Company”)

 

 

 

Registered Office Address :

 

Waterman’s Park, High Street, Brentford, TW8 0BB

 

 

 

 

 

 

 

 

Employee Name:

 

Robert Salvoni
(the “Employee”)

 

 

 

 

 

 

 

Address:

 

48 Strawberry Hill Road
Twickenham
TW1 4PY

 

 

 

 

 

 

 

Position:

 

Managing Director, Europe

 

1.

 

COMMENCEMENT OF EMPLOYMENT

 

1.1

 

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.

 

1.2

 

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.

 

1.3

 

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.]

 

1.4

 

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.

 

2.

 

JOB DUTIES AND RESPONSIBILITIES

 

2.1

 

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.

 

2.2

 

The Employee shall devote all his/her time, attention and skill to his/her duties of employment.

 

2.3

 

The Employee’s work will initially be directed by Kimberly Till, CEO, or such person as the Company may designate from time to time.

 

2.4

 

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.

 

2.5

 

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

 


 

 

 

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.

 

3.

 

PLACE OF WORK

 

3.1

 

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.

 

3.2

 

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.

 

4.

 

PROBATIONARY PERIOD

 

 

 

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.

 

 

 

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.

 

 

 

The Company further reserves the right to extend your probationary period should this be considered necessary by the company.

 

5

 

SALARY

 

5.1

 

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.

 

5.2

 

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.

 

5.3

 

The Employee’s remuneration package must be treated as confidential and must only be discussed internally with appropriate Managers.

 

6.

 

HOURS OF WORK

 

6.1

 

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.

 

6.2

 

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.

 

6.3

 

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.

 

7.

 

PERFORMANCE AND SALARY REVIEW

 

7.1

 

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.

 

7.2

 

The Company reserves the right to change the time of the annual salary review.

 

8.

 

EXPENSES AND DEDUCTIONS

 

8.1

 

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.

 


 

 

 

8.2

 

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.

 

9.

 

BENEFITS

 

9.1

 

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.

 

9.2

 

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.

 

9.3

 

These benefits provided by the Company may be subject to Inland Revenue rules and PAYE requirements and deductions.

 

9.4

 

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.

 

9.5

 

Additional benefits associated with the Employee’s employment, if any, will be set out in the Employee’s Offer Letter.

 

10.

 

HOLIDAY ENTITLEMENT

 

10.1

 

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.

 

10.2

 

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.

 

10.3

 

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.

 

10.4

 

Employees who work part-time will have their holiday entitlement pro-rated according to the hours that they work.

 

10.5

 

The Company’s holiday year is from 1 st January to 31 st December.

 

10.6

 

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.

 

10.7

 

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.

 

10.8

 

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.

 

10.9

 

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.

 


 

 

 

11.

 

ABSENCE, SICKNESS AND SICK PAY

 

11.1

 

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.

 

11.2

 

The Employee must continue to keep the Company informed on a daily basis for the first 5 working days of absence.

 

11.3

 

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.

 

11.4

 

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.

 

11.5

 

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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