CONTRACT OF EMPLOYMENT
Dated January 4, 2001
1. The Employer: Nexsan Technologies Ltd, Imperial House, East Service,
Road, Raynesway, Derby "We", "Us", or "the Company"
AND
2. The Employee: Martin Boddy of 5 Duck Island ("You")
Duffield, Derby PE 564EZ
1. Employment/job title/mobility
1.1 We will employ you, and you will work for us as Managing
Director.
1.2 While your initial place of work will be Derby you will work
at and/or travel to such places as we may reasonably require
from time to time.
2. Duration
2.1 Your employment with us commenced on January 4, 2001 and
subject to Clause 11.1 below will continue for an initial
fixed term of five years from that date. At any time after
January 4, 2005 four years after commencement) this contract
can be determined by twelve months notice given by either you
or us.
2.2 If not terminated earlier, this contract will end
automatically when you reach age 65.
3. Your Duties
3.1 You will faithfully and diligently and to the best of your
ability exercise
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such powers and perform such reasonable duties in relation to
our business as we require from time to time, and comply with
all limitations, rules and regulations we may notify to you
from time to time.
3.2 You will work such hours including as a minimum normal office
hours at your place of work as are needed for the proper
performance of your duties. In particular you agree whenever
necessary to work longer than 48 hours a week on average. You
will not be entitled to additional pay for overtime. 3.3 You
will at all time endeavour to promote the interest and
reputation of the Company.
4. Pay and benefits in kind
4.1 We will pay you a basic salary of $143,000 a year during your
first year of employment; a basic salary of $218,000 a year
during your second year of employment; and thereafter, for
every subsequent year of employment a basic salary 5% greater
than the basic salary paid to you during your previous year of
employment. We will pay this in equal instalments by credit
transfer to your nominated bank or building society account in
Great Britain on or about the last business day of each
monthly pay period. Your salary is deemed to include any fees
receivable for holding any office in the Company or its
Associates. We will review your salary annually and the
Company may in its absolute discretion increase but not reduce
your salary by such amount if any as it thinks fit.
4.2 We may, in our absolute discretion, pay you a bonus in respect
of each financial year of the Company. To be eligible for
consideration for such a bonus you must have been in service
throughout the year in question and to receive it you must
still be in service and not under notice of termination on the
date appointed for payment of bonus.
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4.3 You will be eligible to join the Company pension scheme "the
Scheme" subject to and in accordance with the rules of the
Scheme, which provides that the Scheme may be amended or
discontinued. The rules of the Scheme and any amendments to
the rules of the Scheme will be notified to you. You will
contribute to the Scheme at the level of 4% of your gross
earnings and will be treated as having authorised the Company
to deduct contributions from your earnings at that level.
Members of the scheme are contracted out of the State Earnings
Related Pension Scheme.
4.4 You and members of your immediate family will be eligible to
participate in the Company's private health care scheme.
Details of the scheme and any amendments to the scheme will be
provided to you. At any time after commencement of your
employment, at the discretion of the Company, you may be
required to undergo a medical examination by a medical advisor
approved by the Company and to authorise the medical advisor
to disclose to the Company the results of the examination.
4.5 We will not provide you with a Company car however we will
reimburse you in respect of the business mileage incurred by
you using your own car on Company business at a rate of inland
revenue fixed profit car scheme per mile or such other rate as
may from time to time be agreed.
4.6 We will reimburse you at the end of each pay period for all
travelling, hotel, entertainment and other expenses reasonably
incurred by you in the performance of your duties in
accordance with Company guidelines and subject to receipt from
you of a duly vouched expenses claim form. If we issue you
with a charge or credit card you must only use it for Company
business purposes.
5. Holiday entitlement
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5.1 Our holiday year is the calendar year from 1 January to 31
December. Your annual holiday entitlement will be 20 working
days in addition to the normal English Bank and Public
holidays. Your holiday must be taken during the holiday year
and your holiday dates agreed in advance. Employees who
started during the holiday year will be entitled to 1 1/2
days' holiday for each complete month left in the holiday
year.
5.2 We, do not normally allow staff to carry unused holiday
entitlement forward (and we do not normally pay in lieu of
untaken holiday).
5.3 If you leave during a holiday year, your holiday entitlement
will be recalculated as (1 YS) days holiday for each complete
month worked in the year. If you have taken less holiday than
this you will be paid in lieu. If you have taken more holiday
than this, you will have to repay the excess holiday pay. One
day's holiday pay will be deemed to be 11260th of your annual
basic salary.
6. Notification of Absence
6.1 If you are unable to come to work for any reason and your
absence has not previously been authorised by us you must
inform us immediately and keep us informed. You must confirm
the reasons for your absence in writing as soon as
practicable.
6.2 Following your return to work after a period of absence due to
sickness of 7 calendar days or less you will have to complete
a self-certification form. Self-certification forms will be
retained in our records.
6.3 If you are absent from work due to sickness for more than 7
calendar days (including weekends) you must provide us with a
medical certificate by the 8th day of sickness. You must
provide medical certificates to us to cover any further
absence.
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7. Sick pay
7.1. If you are absent from work due to sickness (including mental
illness or a accidental injury) and comply with the
requirements in clause 6, you will be paid Company Sick Pay at
full pay for a period of ten weeks in any rolling 52 week
period thereafter you will be entitled to Statutory Sick Pay.
8. Confidentiality
You must not at any time during (except in the course of your duties)
or after your employment disclose or make use of your knowledge of any
confidential information of the Company and its Associates acquired by
you during or as a consequence of your employment with us. Confidential
information includes (without limitation) all and any information about
business plans, maturing new business opportunities, research and
development projects, product formulae, processes, inventions, designs,
discoveries or know-how, sales statistics, marketing surveys and plans,
costs, profit or loss, prices and discount structures, the names,
addresses and contact details of customers and potential customers or
suppliers and potential suppliers (whether or not recorded in writing
or on computer disk or tape) which the Company or relevant Associate
treats as confidential.
9. Restrictions on competition
9.1 You will not for the first 3 months after the end of your
employment with us either on your own account or on behalf of
any other legal person and in competition with the Company (or
any Associate) directly or indirectly be engaged in or be
concerned with any trade or business carried on by and/or
competitive with us at the end of your employment.
9.2 You will not for the first 6 months after the end of your
employment with us solicit away from us any person who is and
was, when your employment ended, employed by us during the
last 12 months of your
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employment.
9.3 Each of the above restrictions is separate and severable from
the other. If one is enforceable for any reason, but would be
enforceable if some of its wording were deleted, it shall
apply with such deletions as are necessary to make it
enforceable.
9.4 None of the above provisions shall apply if you have been
dismissed by the Company in breach of this contract.
10. Dismissal
10.1 We can dismiss you without prior notice or pay in lieu (and
you will not be entitled to compensation or damages) if you:
10.1.1 commit any act of gross misconduct or gross incompetence or
other repudiatory breach of contract;
10.1.2 without reasonable excuse and after prior written warning,
repeat or continue any breach of contract (not falling within
10.1.1 above);
10.1.3 are absent due to sickness for at least 120 consecutive days,
or an aggregate of 180 days in a period of 52 consecutive
weeks;
10.1.4 commit such misconduct outside work of such disrepute that in
the reasonable option of your continued employment will
materially prejudice the interests of the Company;
10.1.5 are convicted of any criminal offence (other than road traffic
offences) punishable with imprisonment (whether or not such
sentence is actually imposed on you);
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10.1.6 resign (otherwise than at our request) any office you hold in
the Company or its Associates or by virtue of your,
employment;
10.1.7 become bankrupt, apply for or have a receiving order made .
against you or enter into any voluntary arrangement with your
creditors; or
10.1.8 have an order made against you disqualifying you from acting
as a Company director.
While we will endeavour to deal fairly with allegations against you, we
reserve the right to proceed under this sub-clause without prior notice
and without holding a hearing or inviting any representations from you.
10.2 We reserve the option in our absolute discretion to terminate your
employment by paying you in lieu of notice. The payment shall be solely
your basic salary without taking into account any bonus, pension
contributions or benefits in kind and shall be subject to deductions
for income tax and national insurance contributions as appropriate. You
will not, under any circumstances, have any right to payment in lieu
unless we have exercised our option to pay in lieu by notice to you.
10.3 At the end of your employment for whatever reason you must;
10.3.1 on request resign any directorships or other offices held by
you in the Company or its Associates or by virtue of your
employment and transfer to the Company or as the Company may
direct any shares or other securities held by you as nominee
or trustee for the Company or any Associate without payment in
either case. If you fail to do so within 7 days of request,
the Company is hereby
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irrevocably authorised to appoint a person in your name and on
your behalf to execute any documents or do any things
necessary for such purpose(s) (all of which shall be without
prejudice to any claims which you might otherwise have against
us).
10.3.2 return all the Company's Associate's documents, computer disks
or tapes and all other tangible items in your possession or
control belonging to or containing any confidential
information of the Company or its Associates.
11. Miscellaneous
11.1 Any notice to be given under this contract must be in writing
and must either be delivered by hand or courier or sent by
first class pre-paid post (or facsimile if the recipient has a
facsimile number). Notices to the Company must be addressed to
its registered office or sent to the Company secretary's
facsimile number as the case may be. Notices to you must be
addressed to your last known home address or sent to your
facsimile number (if any) at your last known home address as
the case . may be. A notice shall be deemed to have served at
the time of delivery if delivered by hand or courier, 2 clear
days after the time of posting if sent by first class pre-paid
post, and at the time of completion of transmission by the
sender if sent by facsimile.
11.2 No omission to exercise or delay in exercising any right,
power or remedy provided to the Company by law or under this
contract will be a waiver of it.
11.3 This contract (together with any documents referred to in it)
sets out the whole agreement between the parties relating to
and cancels all previous agreements, representations and
arrangements in connection with your employment by us or any
Associate.
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11.4 The validity, construction and performance of this contract
shall be governed by English law.
11.5 All disputes, claims or proceedings between the parties
relating to the validity, construction, performance or
termination of this contract shall be subject to the exclusive
jurisdiction of the English Courts.
11.6 Termination of this contract shall not affect any provisions
which are intended to operate after termination.
11.7 We reserve the right and you agree to our deducting any debts
you owe us from your wages.
12. Statutory particulars
The further particulars of terms of employment not contained above which must be
given to you under the Employment Rights Act 1996 are as follows:
12.1 Your continuous employment began on (insert).
12.2 There are no collective agreements with trade unions which
directly affect the terms and conditions of your employment.
12.3 If you have any grievance relating to your employment or if
you are dissatisfied with any disciplinary decision affecting
you, you should first attempt to resolve this by discussion
with your immediate superior. Failing satisfaction you may
refer it in writing for determination at the next level of
management.
SIGNED on behalf of the Employer by a duly authorised officer
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Sign /s/ Martin Boddy
Print Martin Boddy
on (date) January 4, 2001
(in the presence of
witness (sign)
(print)
SIGNED by the Employee
Sign /s/ Martin Boddy
Print Martin Boddy
on (date) January 4, 2001
(in the presence of
witness (sign)
(print)
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