CONTRACT OF EMPLOYMENT

 

4.3.           You may be required to work on a permanent basis at any other (current or future) premises of the Company or any Group Company within a radius of 50 miles of Langley. If as a result of such relocation you are required to move home your relocation expenses will be refunded to the extent provided for in the Company’s relocation policy in accordance with the terms of that policy which may be revised from time to time.

 

5.              Remuneration

 

5.1.           Your basic salary is £285,000 per annum effective 1 st  October 2009.  This basic salary is payable monthly in arrears in accordance with the Company’s normal payroll practices by electronic transfer direct to your bank.

 

5.2.           Your salary will be reviewed annually. Salary review does not automatically entitle you to a salary increase.

 

5.3.           You are required to inform the Company’s payroll department without delay if an over or under payment of salary, expenses or any other benefit is mistakenly made to you.

 

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 in accordance with the Company’s current policy on expenses, a copy of which appears on the Company Intranet.

 

7.              Perquisites

 

During your employment you will be provided with perquisites for UK executives at your level, including without limitation, car allowance, financial planning and travel allowance, subject to the prevailing rules, policy or plan, which may be revised from time to time; provided, however, that you will continue to be permitted to use your travel allowance for commuting.  Your eligibility to participate in these schemes and to receive benefits under them shall cease upon termination of your employment for whatever reason. The Company reserves the right to vary, replace or discontinue all or any of these perquisites from time to time.

 

8.              Hours of Work

 

8.1.           Your normal hours of work are from 9.00 am until 5.15 pm Monday to Friday inclusive with a 45 minute break for lunch. The Company reserves the right to vary your normal hours of work at its discretion to meet

 

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business needs and/or improve operational efficiency but without increasing the normal number of hours worked.

 

8.2.           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.

 

8.3.           You agree that the maximum weekly working time limits in regulation 4 (1) of the Working Time Regulations 1998 do not apply to you, and that you shall give the Company three months notice in writing if you wish regulation 4 (1) to apply to you.

 

8.4.           You agree to co-operate fully in assisting the Company to maintain such records of your working hours as may be required from time to time.

 

9.              Holidays and holiday pay

 

9.1.           The holiday year runs from 1 January to 31 December.

 

9.2.           You are entitled, in addition to the usual public holidays, to 25 working days’ paid holiday in each holiday year of employment, increasing to 27 days after five continuous years’ service and 29 days after ten continuous years’ service.  Holidays shall be paid at your basic rate of pay.

 

9.3.           If the 5 th  and 10 th  anniversaries of your commencement date fall during the first six months of a holiday year then your two day increase of holiday entitlement will be available to you following the anniversary date.  If these anniversaries fall during the second six months of a holiday year then your holiday entitlement following the anniversary date will increase by only one day for that year.

 

9.4.           Where you are employed for a part of a holiday 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 holiday year.

 

9.5.           The dates of any period of holiday must be approved by your manager.  Although the Company will agree to your proposed holiday dates wherever possible, it reserves the right to withhold approval where necessary for administrative or business reasons.  Consent will not normally be given to your taking more than ten consecutive working days holiday.

 

9.6.           In exceptional circumstances and with the prior written consent of your Manager, up to five days unused holiday entitlement may be carried

 

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forward to the next year.  Any such days must be taken by 31 March in the next holiday year.

 

9.7.           On the termination of your employment, where you have taken more or less than your accrued holiday entitlement as calculated above, an adjustment based on your normal rate of pay will be made to your final pay by way of a deduction or an additional payment as appropriate.

 

10.           Sickness and sick pay

 

10.1.         If you are absent from work due to sickness or injury or for any other reason you must let the Company know by 10.00 am on your first day of absence that you will be unable to attend.  If it is not possible for you or someone on your behalf to contact the Company by this time then you must ensure that contact is made as soon as is reasonably practical thereafter.  If you are absent over a period of time, you must keep the Company advised regularly of your progress and of your likely return date.  Your manager will be your first point of contact for these purposes.

 

10.2.         If you are absent due to sickness or injury for half a day or more, immediately you return to work you must complete a sickness self-certification form and submit it to your manager for his/her signature and authorisation.  Template self-certification forms are available on the Company’s Intranet.

 

10.3.         If you are absent for more than seven consecutive days (including Saturdays and Sundays) due to sickness or injury you must obtain a doctor’s certificate in respect of your absence to date and any anticipated future absence and give it or send it immediately to your manager.  Thereafter any further absence must continue to be supported by doctor’s certificates.  If you wish to return to work following a period of sickness absence and your doctor’s certificate is for an open ended period or for a period which has not expired then the Company will only allow you to return to work if you submit a further doctor’s certificate confirming that you are once more fit for work.

 

10.4.         Failure to comply with the above procedures may result in the loss of Company sick pay (referred to below) and may also disqualify you from receiving Statutory Sick Pay (“SSP”).

 

10.5.         The Company’s sick pay year runs from 1 April to 31 March.  Provided you have complied with the requirements detailed above, and subject to your length of continuous service, the Company will continue to pay you at your normal rate of pay during any unavoidable absence through sickness or injury in any given sick pay year (whether the absence is continuous or intermittent) for a period of 26 weeks.

 

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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.  Any payments made in addition to your entitlement to

 

Company sick pay as detailed above will be made entirely at the Company’s discretion.

 

10.6.         Where the relevant anniversary of your commencement of employment falls part way through a sick pay year your entitlement to Company sick pay for the sick pay year in question will increase immediately upon that anniversary date, but any sick pay already paid to you during that sick pay year will be offset against your new entitlement.

 

10.7.         If you are absent during one sick pay year (“year 1”) and your absence continues into the next sick pay year (“year 2”) or if your absence in year 2 commences within four weeks of your absence in year 1 then the absence which falls in year 2 will be regarded as if it had fallen within year 1 and your entitlement to Company sick pay will be calculated by reference to your unexhausted sick pay entitlement (if any) for year 1.  In this case you will only qualify to claim Company sick pay in respect of your entitlement for year 2 once you have returned to work for a continuous period of at least four working weeks before incurring any further sickness absence.  Until you have qualified to receive Company sick pay in year 2 as described above any further absence from work due to sickness or injury will also be regarded as having occurred in year one.

 

10.8.         You may be eligible to receive SSP payments before you become entitled to Company sick pay or once your entitlement to Company sick pay in any given sick pay year has been exhausted in which case you will receive payment at the SSP rate during your absence until your SSP entitlement has been exhausted. Your “qualifying days” for SSP purposes are Monday to Friday (inclusive).

 

10.9.         If you are absent from work due to an accident which occurred or a condition which was sustained as a result of the act or omission of a third party any sick pay paid to you by the Company in respect of your absence will be paid as a loan which you must repay to the Company if you are successful in recovering damages in respect of your absence from work.

 

10.10.       The Company will be entitled, at its expense, to require you to be examined by an independent medical practitioner of the Company’s

 

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choice at any time (whether or not you are absent by reason of sickness or injury) and you agree that the doctor carrying out the examination may disclose to and discuss with the Company the results of the examination.

 

10.11.       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.

 

11.           Pension and other benefits

 

11.1.         The Company operates a defined contribution pension plan.  If you choose to join the pension plan then your basic salary will be reduced by the amount that you elect to be invested into the pension plan, in accordance with the membership category you select.  Full details of the pension plan and other benefits are shown in the Benefits’ Booklet.

 

11.2.         During your employment you will be entitled to participate at the Company’s expense in the Company’s schemes relating to the following:

 

(a)            private medical expenses insurance;

 

(b)            permanent health insurance;

 

(c)            life assurance;

 

(d)            Well Being programme;

 

subject to the rules of these schemes which may be revised from time to time.  Your eligibility to participate in these schemes and to receive benefits under them shall cease upon termination of your employment for whatever reason.

 

11.3.         Participation in the permanent health insurance (PHI) scheme is strictly subject to the rules of the scheme which may change from time to time.  You will be entitled to receive benefits under the PHI scheme only in the circumstances and for so long as the Company continues to receive benefits from the insurer who operates the scheme.  Your entitlement to receive benefits will therefore cease if your employment is terminated or if you are able to work to your normal capacity again, if you die, or if you reach normal retirement age or if the insurer considers that you no longer satisfy the scheme’s other eligibility requirements.

 

11.4.         The Company reserves the right to vary, replace or discontinue all or any of these schemes from time to time.

 

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12.           Confidentiality

 

12.1.         You shall not either during the continuance of your employment or at any time thereafter:

 

(a)            disclose or communicate to any person or permit or enable any person to acquire any Confidential Business Information other than for any legitimate purposes of a Group Company; or

 

(b)            use or attempt to use any of the Confidential Business Information in any manner which may injure or cause loss either directly or indirectly to any Group Company or its Clients or may be likely to do so or for any purpose other than in the discharge of your duties hereunder; or

 

(c)            sell or seek to sell to anyone Confidential Business Information other than for any legitimate purposes of a Group Company; or

 

(d)            obtain or seek to obtain any financial advantage direct or indirect from the disclosure of Confidential Business Information other than for a Group Company.

 

During the continuance of your employment and at all times thereafter you shall use your best endeavours to prevent the unauthorised publication or disclosure of the Confidential Business Information or any part thereof.

 

12.2.         This Clause shall not apply to:

 

(a)            information or knowledge which comes into the public domain other than in consequence of your default;

 

(b)            any information which you have acquired other than through the performance of your duties for a Group Company; or

 

(c)            any information which is required to be disclosed by you by order of a court of competent jurisdiction or an appropriate regulatory authority or otherwise required by law.

 

12.3.         Nothing in this Agreement shall preclude you from making a protected disclosure for the purposes of the Public Interest Disclosure Act 1998.

 

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13.           Activities during your employment

 

13.1.         During your employment you may only be engaged, concerned or interested (whether directly or indirectly) in any other trade, business or occupation with the prior written consent of the Company, as set forth in the Travelport Code of Business Conduct & Ethics (“the Code”). Subject to the provisions of the Code, the Company will not unreasonably withhold such consent but consent will not be given where the outside activity in question gives rise to any conflict of interest with regard to the Company’s business or if it is likely to detract from the proper performance of your duties under this contract.

 

13.2.         During your employment you must not, except with the Company’s written consent and subject to the provisions of the Code, introduce to any other competing business orders for goods or services with which the Company is able to deal.

 

13.3.         During your employment you must not, except with the Company’s express written consent or instructions, represent yourself as the Company’s authorised agent save as is required in the normal course of your duties.  You must not communicate with any member of the press or media or publish any letter, article or document on behalf of or referring to the Company without the express prior permission of the Corporate Communications Department.

 

14.           Intellectual Property

 

14.1.         All copyright, design rights, database rights, trademarks, and any other intellectual property rights (other than patents) in any software, databases, specifications, manuals, prototypes, records, documents, (including all material stored in computer readable form), drawings, designs, business ideas or methods and any other material or work (the “Materials”) of any description that is capable of protection under the intellectual property laws (other than patent law) or laws of confidence of any country which is made, developed, created, devised or designed (whether alone or with any other person) by you in the course of your employment will be the property of and will belong to the Company unless otherwise agreed in writing by the Company.

 

14.2.         You agree that you will use the Materials only for the purpose of the Company’s business and that you will return the Materials and all copies and extracts from the Materials, to the Company on demand at any time and without demand on the termination of your employment, howsoever arising.

 

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14.3.         You shall promptly disclose full details of all inventions, discoveries, processes or formulae or any other matter which is capable of patent protection under the intellectual property laws of any country which is made, created, developed, or devised by you in the course of your employment (“Inventions”) in writing to a Director of the Company, and shall if requested by the Company deliver to the Company all copies and material representations of such Inventions in your possession, custody or control.

 

14.4.         To the extent that under the mandatory laws of any country an Invention or any patent or other rights therein belongs to you, you shall on request by the Company negotiate with the Company in good faith for the assignment or licence of the Invention and such rights to the Company.

 

14.5.         All other Inventions and all other rights therein shall belong to the Company, and, to the extent not already legally owned by the Company, shall be held on trust for the Company, and at the Company’s request and cost you shall execute any documents and do all things necessary to substantiate the Company’s ownership thereof and to obtain registration or protection thereof in any country.

 

14.6.         You irrevocably appoint the Company to be your attorney in your name, and on your behalf:

 

14.6.1.         to execute any instrument, to do any thing, and generally to use your name for the purpose of giving the Company (or its nominee) the full benefit of the provisions of clauses 14.1 to 14.5 above; and

 

14.6.2.         to give to any third party a certificate in writing (signed by a director or secretary of the Company) confirming that any instrument or act falls within the authority conferred by this clause; such a certificate will be deemed to be conclusive evidence that this is the case.

 

14.7.         Save as provided above, you shall keep all Inventions and all details thereof confidential to yourself and any lawyer or patent agent instructed by you.  You shall not without the Company’s consent apply for protection or registration in any country of any Invention belonging to the Company and shall promptly inform the Company if you apply for protection or registration of an Invention belonging to you in any country.

 

15.           Disciplinary and grievance procedure

 

The Company has disciplinary and grievance procedures which appear on the Company intranet. The disciplinary and grievance procedures are not incorporated by reference in this contract of employment and therefore do not form part of your contract of employment.

 

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16.           Termination of employment

 

16.1.         Subject as follows the Company can terminate your employment at any time by giving you 12 months written notice.

 

16.2.         You may terminate your employment at any time by giving the Company at least 12 months written notice.

 

16.3.

 

16.3.1.         After notice of termination has been given by either you or the Company, provided that the Company continues to provide you with your normal salary and contractual benefits under this contract until your employment terminates, the Company may at its absolute discretion at any time during your notice period:

 

(a)                 exclude you from the premises of the Company and/or any Group Company;

 

(b)                 require you to carry out specified duties other than your normal duties or to carry out no duties;

 

(c)                 require you to return any property belonging to the Company which is in your possession;

 

(d)                 require that you resign immediately from any offices you hold in any Group Company;

 

(e)                 announce to employees, suppliers and customers that you have been given notice of termination or have resigned (as the case may be); and

 

(f)                  instruct you not to communicate orally or in writing with suppliers, customers, employees, agents or representatives of the Company or any Group Company until your employment has terminated.

 

16.3.2.         Any outstanding holiday entitlement accrued before or during a period of exclusion pursuant to clause 16.3.1 should be used during the exclusion period with the prior agreement of the Company.

 

16.4.         The Company has the right to terminate your employment withou