[LOGO] OCTEL
EXHIBIT 10.22
NEW EMPLOYEE'S NAME SHARON TODD
CONTRACT OF EMPLOYMENT
This document constitutes a formal offer of employment.
Please read details carefully, then indicate your acceptance of this offer by
signing, dating and returning this copy to me.
An additional copy for your retention is enclosed.
Date 21st August 2001
1. NAME OF PARTIES
EMPLOYER: The Associated Octel Company Limited
EMPLOYEE: Sharon Todd
2. Your Job Title is: Corporate Development Director
3. Your Normal Place of Work will be: Global House
Bailey Lane
Manchester M90 4AA
You will initially be employed at our European Headquarters in Global
House, but as a term of your employment you may also be required to work
at or from any other of the Company's establishments. You may also be
transferred or seconded between establishments when necessary as required
by business needs. Whilst your Contract of Employment provides for such
transfer or secondment the Company will give careful and sympathetic
consideration to your personal circumstances and career interests.
4. REMUNERATION
i) Your basic salary will be (Pounds)80,001 per annum paid monthly in
advance by credit transfer. This will be reviewed six months after
starting and every March thereafter.
ii) You will be entitled to participate in the Senior Management Bonus
Plan In your case, the target pay-out would be 40% of basic salary,
subject to Company and personal performance. The Plan normally runs
from 1st January to 31st December.
5. HOURS OF WORK
The normal hours of work are 38 hours per week exclusive of lunch breaks.
The Company reserves the right to vary starting and finishing times either
on a temporary or continuous basis. Any permanent departure from the
normal working week will be notified in writing. However, irregular
variations in working hours undertaken in response to operational needs
will not be formally notified.
For senior managers it is recognised that the nature of their roles will
involve occasionally working extended hours, either during the working
week or at weekends. This is accepted as a normal part of the working life
of a global business and does not warrant either extra payment or time off
in lieu. Where a specific business reason requires working on a public
holiday, time off in lieu on a day to day basis may be granted by a member
of the OMB.
6. COMPANY CAR
You will be provided with a fully expensed Company car, including private
fuel. You may take a cash equivalent in lieu of a car. Currently the
allowance is (Pounds)8850 per annum. Will you please advise Wendy Thomas
in Human Resources of your preferred option.
7. HOLIDAYS
For a full year your holiday entitlement is 25 days per annum. The holiday
year runs from 1st March to the last day in February the following year.
Service Related Holidays
You shall be entitled to additional holiday entitlement dependent upon
completed years of continuous service with the Company on the last day of
February prior to the holiday year concerned with the following scale:
Completed Years' Service Additional Holidays
------------------------ -------------------
5 1 day
10 2 days
15 3 days
You must arrange the timing of your holidays with your manager so that
adequate manning cover can be maintained. The minimum holiday that may be
taken at any time shall normally be one full day. However, you may be
permitted to take up to 10 half day holidays in any year, or to depart
from the normal pattern of holidays described above, provided your manager
is satisfied that such arrangement is in no way detrimental to operational
needs or to the reasonable opportunity for other staff to take a holiday.
The Company may, if necessary, nominate up to 1 day out of each year's
entitlement when holiday must be taken. This may be on a general or
departmental basis and advance notice will be given wherever possible. Any
holiday entitlement outstanding at the end of the holiday year will
normally be forfeited. However, in exceptional circumstances approval to
carry over part of the entitlement from one holiday year to the next may
be granted by the appropriate Octel Management Board Member, on the
recommendation of the Department Manager. During the months of January and
February each year, staff may bring forward up to 5 days entitlement from
the ensuring holiday year, by agreement with their manager.
8. NOTICE
The Company has the right to terminate your employment by giving you
twelve months notice in writing. This will not apply in the event of gross
misconduct. You are required to give the Company six months notice in
writing of termination of employment. Written notice of termination
addressed to your manager, may be given on any day and will begin from the
start of the following day. Failure to give proper notice constitutes a
breach of contractual obligations.
The Company will normally require dismissed employees to terminate
forthwith and may give pay in lieu of notice. Staff may, however, be
summarily dismissed (i.e. without pay in lieu of notice) when the Company
is satisfied that an individual is guilty of gross misconduct.
Should the need arise for redundancies to be declared, the Company
reserves the right to implement a system for selection based upon
principles other than `last-in, first-out'.
9. HEALTHCARE BENEFITS
You will be entitled to the following healthcare benefits:
Group Accident Insurance
You will be covered by the Company's Group Accident Insurance. The
Company's Insurance Department will be writing to you giving details of
the Scheme.
Octel Healthcare Scheme
You are entitled to membership at Company cost. This is a taxable benefit.
10. SICKNESS ABSENCE
The Company's scheme entitles you to payment of salary in respect of any
period of up to one month's absence from work because of certified
sickness or incapacity.
11. MEDICAL EXAMINATIONS
Employees may be required to submit to medical examinations, including
biological sampling, which are either statutorily required, or are
considered by the Company's Medical Officer to be necessary in connection
with their duties.
Any other investigations will be conducted on a purely voluntary basis.
Should an employee, at any time, have been in contact with a person
suffering from an infectious disease, they should consult the Company's
Medical Officer before returning to work.
12. PENSION
The Company operates a defined contribution Group Personal Pension for the
benefit of employees.
Membership of this scheme is available to all U.K. employees up to the
Company's normal retirement date.
The main feature of the plan comprises 5% of salary from employees and 5%
from the Company. The Company will also match extra contributions from
employees up to a maximum of 3% (up to age 35) and 5% (over the age of
35), dependent on Inland Revenue limits.
In recognition of your seniority, the Company will also make an extra 3.5%
payment into the Plan; therefore making a minimum Company contribution of
8.5%.
13. INVENTIONS
If at any time whilst employed by the Company a member of staff should
invent, discover or devise individually or jointly with another person(s)
any invention, design or improvement (collectively called `the
invention'), then the Company's and Employee's rights to such invention(s)
are governed by current patent legislation.
The legislation provides for employee inventions whether patentable or
not, made in the course of an individual's normal duties to belong to the
Company. In such cases the employee must promptly disclose the invention
to the Company. Inventions not connected with an employee's work or duties
belong exclusively to the employee. A further provision generally entitles
employees to compensation when an invention they have made and which
belongs to the Company is patented and that patent is of outstanding
benefit to the Company.
The Company's Patents Committee, in reviewing the particulars of
employees' inventions, will take due account of the statutory provisions
relating to inventions, Patents and Trade Marks. If you need further
guidance on this section please consult your manager.
14. SECRECY
You must not make use of or disclose (either during the period of your
employment by the Company or at any later date) any information concerning
the business of the Company, which for the purpose of this paragraph means
and includes any company or partnership subsidiary to or associated with
it, or any of its customers except as may be necessary in the proper
execution of your duties on behalf of the Company or with the prior
written consent of the Company or to the extent that such information may
be generally available to the public.
CONDITIONS OF THIS OFFER
This offer of employment is conditional upon the following conditions being met:
.. Your satisfactory completion of a Company medical examination.
.. Receipt of 2 satisfactory references - One of which must by your
current/last employer. (We will not approach your current employer until
you have given us permission to do so).
.. Mutual agreement on a Starting date.
Acceptance:
Please ensure you read this document and sign below to acknowledge receipt and
acceptance of the proposed contract as the terms and conditions governing your
employment with The Associated Octel Company Limited.
Signed: _______________________________ Date: _____________________________