TERMS AND CONDITIONS OF EMPLOYMENT

 

3.             Hours of Work

 

3.1           Normal working hours are Monday to Friday 9.00am to 5.00pm including one hour for lunch.  However, the Company reserves the right to change your start and finish times and the days upon which you work.

 

3.2           You may also be required to work additional hours by way of overtime either as and when requested to do so by the Company or when the proper performance of your work so requires.  You will not be entitled to be paid extra remuneration for any such additional hours worked in excess of your basic weekly hours.

 

4.             Place of Work

 

4.1           Your place of work is the Company’s premises located at Cambridge, England, with occasional work to be carried out in London, England. However you may be required to work at any other premises which the Company currently has or may later acquire in the United Kingdom.

 

4.2           You may also be required to undertake reasonable levels of travel within the UK and abroad for the performance of your duties.

 

5.             Remuneration, Expenses and Deductions

 

5.1           Your basic salary is £110,000 per annum (or such higher sum as the Company may subsequently determine and notify to you) payable by credit transfer monthly in arrears, less tax and NI contributions. Although the Company will review your basic salary annually, you have no entitlement to a salary increase in any year.

 

5.2           You will be paid or reimbursed for any reasonable expenses properly incurred by you while performing your duties on behalf of the Company, subject to your producing receipts in respect of such expenses when requested by the Company, and subject to your compliance with the Company’s rules and policies relating to expenses.

 

5.3           The Company shall be entitled at any time during your employment, or in any event on termination, to deduct from your remuneration hereunder any monies properly due from you to the Company including but not limited to any outstanding loans, advances, relocation expenses, training costs, the cost of repairing any damage or loss to the Company’s property caused by you (and of recovering the same), any sums due from you under paragraph 6.2 below and any other monies owed by you to the Company.

 

5.4           The Executive shall also be entitled to receive by way of further remuneration a bonus of up to £40,000 per annum subject to reasonable performance targets being met and calculated in accordance with a formula to be set in advance and decided upon at the sole discretion of the Board, following discussion with the Executive.  The bonus entitlement, calculation and payment thereof shall be agreed on a six monthly basis.

 

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6.             Holidays

 

6.1           In addition to the Public holidays normally applicable in England, you are also entitled to 25 working days’ paid holiday in each complete calendar year.  The Company’s holiday year is from 1 January to 31 December.

 

6.2           On the commencement and termination of your employment, you will be treated as having accrued holiday on a pro rata basis of 2 days’ holiday for each complete month of service in that holiday year calculated by reference to your first or last date at work (as appropriate).  If, on the termination of your employment, you have exceeded your accrued holiday entitlement, this excess will be deducted from any sums due to you.  If you have holiday entitlement still owing the Company may, at its sole discretion, require you to take all or part of your outstanding holiday during your notice period or to pay you a sum in lieu of accrued holiday.

 

6.3           You must obtain the prior approval of the Board before booking holiday dates.  Not more than two weeks may be taken at any one time, save at the Board’s discretion.

 

6.4           Holiday entitlement for one holiday year must be taken in the same holiday year.  Failure to do so will result in forfeiture of any such accrued holiday not taken unless you obtain prior consent from the Board for excess holiday to be carried over to the following holiday year.  In that case, any rolled-over holiday undertaken by 31 March of the following year, shall be forfeited.

 

7.             Sickness

 

7.1           If you are absent from work due to sickness or other medical incapacity, the Company will continue to pay your normal salary (“Company sick pay”) up to a maximum of 130 working days (whether consecutive or not) if any period of 12 consecutive months.  Thereafter you shall continue to be paid Company Sick pay or salary only at the discretion of the Board.

 

7.2           Company sick pay is inclusive of any Statutory Sick Pay (“SSP”) to which you may be entitled, and will be based on your normal salary less any State benefits claimable by you on account of your sickness or injury, less normal deductions for tax and NI contributions etc.

 

7.3           After your Company sick pay is exhausted, you will continue to receive SSP when you qualify for it under the prevailing legislation.  Where Company sick pay and SSP are payable for the same day of sickness, you will receive the higher of the two sums.  Further details of the SSP Scheme are available from the HR Department.

 

7.4           In all cases of absence you must notify the Company on the first morning of your absence, giving the reason for the absence and its anticipated duration.  If you are sick or otherwise medically incapacitated for more than seven consecutive days, then a medical certificate (signed by a doctor) must be produced to the Company.  Thereafter medical certificates should be submitted regularly to cover the full period of absence.  On each occasion a medical certificate expires and you do not anticipate you will be returning to work, you must notify the Company on the first morning following the expiry of the medical certificate.

 

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7.5           You are also required to complete the Company’s Absence Notification Form for all absences (regardless of duration) and submit it to the HR Department.

 

7.6           The Company reserves the right to require you to undergo a medical examination by a doctor or consultant nominated by it, in which event the Company will bear the cost thereof.

 

7.7           Your entitlement to Company sick pay and SSP are subject to the Company’s right to terminate your employment in accordance with paragraph 16 below and the Company shall not be liable to provide, or compensate for the loss of, such benefit(s).

 

8.             Pension and other benefits

 

The Company does not operate an occupational pension scheme in respect of your employment and there is therefore no contracting-out certificate in force in relation to the State Earnings Related Pensions Scheme.

 

9.             Confidential Information

 

9.1           You shall neither during your employment (except in the proper performance of your duties) nor at any time (without limit) after its termination directly or indirectly

 

(a)           use for your own purposes or those of any other person, company, business entity or other organisation whatsoever; or

 

(b)           disclose to any person, company, business entity or other organisation whatsoever;

 

any trade secrets or confidential information relating or belonging to the Company or any of its Associated Companies including but not limited to any such information relating to customers, customer lists or requirements, price lists or pricing structures, marketing and sales information, business plans or dealings, employees or officers, financial information and plans, designs, formulae, product lines, prototypes, services, research activities, source codes and computer systems, software, any document marked “Confidential” (or with a similar expression), or any information which you have been told is confidential or which you might reasonably expect the Company would regard as confidential, or any information which has been given to the Company or any Associated Company in confidence by customers, suppliers and other persons.

 

9.2           You shall not at any time during the continuance of your employment with the Company make any notes or memoranda relating to any matter within the scope of the Company’s or any Associated Company’s business, dealings or affairs otherwise than for the benefit of the Company or any Associated Company.

 

9.3           The obligations contained in paragraph 9.1 shall not apply to any disclosures required by law, and shall cease to apply to any information or knowledge which may subsequently come into the public domain after the termination of your employment, other than by way of unauthorised disclosure.

 

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10.           Exclusivity of Service

 

10.1         You are required to devote your full time, attention and abilities to your job duties during working hours, and to act in the best interests of the Company and its Associated Companies at all times.

 

10.2         You must not, without the written consent of the Company, in any way directly or indirectly (i) be engaged or employed in, or (ii) concerned with (in any capacity whatsoever) or (iii) provide services to, any other business or organisation where this is, or is likely to be, in conflict with the interests of the Company or its Associated Companies or where this may adversely affect the efficient discharge of your duties. However this does not preclude your holding up to 5% of any class of securities in any company which is quoted on a recognised Stock Exchange.

 

11.           Receipt of Payments and Benefits from Third Parties

 

Subject to any written regulations issued by the Company which may be applicable, neither you nor your Immediate Relatives, nor any company or business entity in which you or they have an interest, are entitled to receive or obtain directly or indirectly any payment, discount, rebate, commission or other benefit from third parties in respect of any business transacted (whether or not by you) by or on behalf of the Company or any Associated Company and if you, your Immediate Relatives or any company or business entity in which you or they have an interest, directly or indirectly obtain any such payment, discount, rebate, commission or other benefit you will forthwith account to the Company or the relevant Associated Company for the amount received or the value of the benefit so obtained.

 

12.           Copyright, Inventions and Patents

 

12.1         All records, documents, papers (including copies and summaries thereof) and other copyright protected works made or acquired by you in the course of your employment shall, together with all the worldwide copyright and design rights in all such works, be and at all times remain the absolute property of the Company.

 

12.2         You hereby irrevocably and unconditionally waive all rights granted by Chapter IV of Part I of the Copyright, Designs and Patents Act 1988 that vest in you (whether before, on or after the date hereof) in connection with your authorship of any copyright works in the course of your employment with the Company, wherever in the world enforceable, including without limitation the right to be identified as the author of any such works and the right not to have any such works subjected to derogatory treatment.

 

12.3         You and the Company acknowledge the provisions of Sections 39 to 42 of the Patents Act 1977 (“the Act”) relating to the ownership of employees’ inventions and the compensation of employees for certain inventions respectively.  If you make any inventions that do not belong to the Company under the Act, you agree that you will forthwith license or assign (as determined by the Company) to the Company your rights in relation to such inventions and will deliver to the Company all documents and other materials relating to them.  The Company will pay to you such

 

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compensation for the licence or assignment as the Company will determine in its absolute discretion, subject to Section 40 of the Act.