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Exhibit 10.31
CONTRACT OF EMPLOYMENT
This Agreement is dated the 9th day of November 2002.
BETWEEN:
(1) BOOKHAM TECHNOLOGY PLC whose registered office is at 90 Milton Park,
Abingdon, Oxfordshire OX14 4RY (the "Company"); and
(2) Michael Scott.
1. JOB TITLE AND DUTIES
1.1. You will be employed as a Chief Technology Officer, reporting to Chief
Executive Officer or such other person as the Company may from time to
time determine ("your Manager").
1.2. You may however be required to carry out such alternative or additional
duties as the Company may require from time to time and you agree that
you may be seconded to work for one or more Group Companies at any
time.
1.3. You agree to faithfully and diligently perform your duties to the best
of your ability and use your best endeavours to promote the interests
of the Company and any Group Companies for whom you are required to
work.
2. OUTSIDE INTERESTS
2.1. You agree that during your employment you will not be employed,
engaged, interested or concerned in any trade, business, firm, company
or organisation without the prior written consent of your Manager. You
may, however, hold (directly or through nominees including your spouse,
partner or minor children) by way of bona fide personal investment up
to 3% of the issued shares, debentures or other securities of any
company whose shares are listed on a recognised investment exchange or
dealt in the Alternative Investment Market.
2.2. During your employment you will, and will procure that your spouse and
minor children will comply with all applicable rules of law, any
recognised investment exchange regulations or any Company policy, code
or regulations in relation to dealings in shares, debentures or other
securities of the Company and any Group Company or relating to any
unpublished price sensitive information affecting the securities of the
Company, any Group Company or any other company.
3. FREEDOM TO TAKE UP EMPLOYMENT WITH THE COMPANY
You warrant that any notice period you are required to give or to serve with a
previous employer has expired and that, by entering into this contract or
performing any of your duties for the Company, you will not be in breach of any
other contract, agreement or obligation binding on you.
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4. PERIOD OF CONTINUOUS EMPLOYMENT:
Your employment will commence upon the issue of a valid work permit and will be
for the fixed term of eighteen months. No employment with a previous employer
counts as part of your period of continuous employment with the Company.
5. CONDITIONS OF EMPLOYMENT
5.1. Your employment with the Company is conditional on:
(a) your producing such documentation as the Company may
reasonably require to establish your right to work lawfully in
the United Kingdom, USA, Canada and Switzerland.
5.2. Should you fail to comply with either of these conditions, any offer of
employment by the Company may be withdrawn without notice and if
already accepted, the Company may terminate your employment
(notwithstanding any other term of this Agreement) without notice or a
payment in lieu of notice during the first month of employment or
thereafter by giving you the minimum period of notice required by
statute.
6. TERM
6.1. Your employment will terminate, automatically and without the need for
notice, eighteen months from the date of commencement.
6.2. Subject to the remainder of this clause 6, your employment may be
terminated by the Company giving to you three months written notice.
6.3. You may terminate your employment at any time by giving to the Company
not less than three months notice in writing.
6.4. Notwithstanding any other term of this Agreement, the Company may
terminate your employment without notice and without any payment in
lieu of notice in the event that you are guilty of gross misconduct,
gross negligence or breach a fundamental term of this Agreement.
6.5. The Company may in its absolute discretion choose to terminate your
employment immediately at any time and make you a payment in lieu of
notice equivalent to your basic salary over any unexpired period of
notice due under clause 6 of this Agreement, subject to deductions for
income tax, employee's national insurance contributions and other
deductions required by law. The Company is not under an obligation to
make a payment in lieu of notice and if it fails to do so any claim you
have will be for damages and will be subject to your duty to take
reasonable steps to mitigate your loss.
7. PLACE OF WORK
7.1. Your normal place of work will initially be Ottawa, Canada. You agree
that the Company may change your normal place of work, temporarily or
permanently, to
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anywhere within the United Kingdom, even if this requires you to
relocate your home. If you are required to move your home, the Company
will consider relocation assistance.
7.2. You may be required to travel and undertake your duties anywhere in the
world.
8. SALARY
8.1. You will be paid a basic salary at a rate of L 158,000 (One hundred and
fifty eight thousand pounds) per annum, subject to deductions for
income tax, employee's national insurance contributions and any other
deductions required or permitted by law. Your salary will accrue on a
day-to-day basis and will be payable monthly in arrears on or about the
24th day of each month. Your salary is paid in respect of your duties
both for the Company and any other Group Company for whom you are
required to work.
9. EXPENSES
You will be reimbursed for all expenses reasonably and properly incurred by you
on the business of the Company or the Group provided you produce to the Company
such receipts, voucher or other evidence of actual payment of the expenses
concerned as the Company may reasonably require from time to time.
10. PENSION AND OTHER BENEFITS
11. BONUS. As a member of the senior management team, you will participate
in the Company's non-contractual bonus scheme. Your individual bonus is
targeted to pay up to 50% of basic salary pro-related for your service
during a scheme year. As the bonus is intended to incentivise employees
to remain in the employment of the Company, payment of any bonus is
conditional on your remaining in the employment of the Company and not
having given to the Company or been given by the Company notice to
terminate your employment as at the date bonus is payable to you under
the scheme rules. Bonuses are subject to deductions for income tax,
employee's national insurance contributions and other deductions
required by law.
11.1. PENSION. You are entitled to become a member of the Company's
money-purchase pension scheme subject to and in accordance with the
rules thereof. You may contribute between 2% and 15% of your basic
annual salary each year to the scheme. Subject to Inland Revenue rules
and the rules of the scheme in force from time to time (which the
Company may vary in its discretion), the Company will match your
personal contribution to the scheme each year and make an additional
Company contribution to the scheme for your benefit equivalent to 3% of
your basic annual salary each year provided that the Company's maximum
annual contribution to the scheme for your benefit shall be 9% of your
basic annual salary. The Company reserves the right to withdraw this
benefit at any time or to vary the rules applicable to the scheme or
the level of Company contributions to the scheme.
11.2. CAR ALLOWANCE. The Company will also offer you a car allowance of L
12,000 p.a. plus reimbursement against receipts for fuel, subject to
your holding a full current driving
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licence. When visiting the UK for business purposes, the Company will
re-imburse expenses for car rental as required.
11.3. PRIVATE MEDICAL EXPENSES INSURANCE. The Company shall bear the cost of
membership for you, your spouse or partner and children (up to the age
of 21 or 25 if in full time education) of a private medical insurance
scheme with such reputable medical expenses insurance provider as the
Company shall determine from time to time, subject to the Company being
able to secure such cover at rates which it determines to be
reasonable. The Company reserves the right to withdraw this benefit at
any time or to vary the terms or level of cover at any time. This is a
benefit in respect of which you will be liable to pay income tax.
11.4. PERMANENT HEALTH INSURANCE. The Company shall bear the cost of
permanent health insurance cover for you subject to and in accordance
with the rules and terms of such insurance scheme as may be in force
from time to time. The Company reserves the right to withdraw this
benefit at any time or to vary the terms or level of benefits provided
by this cover at any time.
11.5. LIFE ASSURANCE. The Company shall bear the cost of membership of an
Inland Revenue approved life assurance scheme for you, subject to and
in accordance with the rules and terms of such life assurance scheme as
may be in force from time to time. This scheme provides benefits on
death in service of 4 times your basic annual salary, which is paid in
accordance with the rules of the scheme in force. The Company reserves
the right to withdraw this benefit at any time or to vary the terms or
level of cover at any time.
12. HOURS OF WORK
12.1. Your normal office hours are 9:00am to 5.30pm Monday to Friday, with a
lunch break each working day of half an hour. The Company may require
you to work such additional hours as the Company may determine to be
necessary for the proper and efficient performance of your duties. You
shall not be entitled to any overtime or other payments in relation to
such additional hours. You agree that the limit on average weekly
working time set out in Regulation 4(1) of the Working Time Regulations
1998 will not apply to you, although you may withdraw your consent on
giving the Company three months prior written notice.
13. HOLIDAYS
13.1. The Company's holiday year runs from 1 January to 31 December.
13.2. You are entitled to 25 days paid holiday entitlement in each holiday
year in addition to Canadian public holidays. You are required to save
three days holiday each year which shall be taken by you on such days
over the Christmas period as the Company may determine, unless you are
notified otherwise by the Board in any year.
13.3. All holiday must be taken at times authorised by your Manager at least
two weeks in advance. For the avoidance of doubt Regulations 15(1) to
15(4) of the Working Time
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Regulations 1998 (dealing with dates when leave is taken) will not
apply to your employment.
13.4. You may not, save with the prior permission of your Manager, carry
forward any unused part of your holiday entitlement for a given holiday
year into the subsequent holiday year.
13.5. For the holiday year during which your employment commences or
terminates, your holiday entitlement will be calculated on a pro rata
basis according to the number of weeks of completed service in such
year.
13.6. On the termination of your employment with the Company, the Company may
at its discretion:
(a) require you to take, during your notice period, any or all
holiday entitlement which will have accrued to you by the date
on which your employment terminates; or
(b) pay you in lieu of your accrued but unused holiday
entitlement, save that, if you are dismissed summarily for
gross misconduct, the Company shall be under no obligation to
pay you in respect of accrued but untaken holiday entitlement
in excess of any minimum holiday entitlement required by law.
All pay in lieu of holiday entitlement will be subject to
deductions for income tax, employee's national insurance
contributions and other deductions required by law; or
(c) deduct an amount equal to salary paid to you in respect of
holiday taken by you but not accrued by the date on which your
employment terminates from any salary or payment in lieu of
notice due to you or, in the event that this is insufficient,
require you to repay such an amount to the Company.
14. DEDUCTIONS FROM WAGES
Without prejudice to any other rights open to the Company, you agree that the
Company may deduct from any wages due to you, (including Company sick pay and
any payment in lieu of notice or holiday entitlement) sums representing the
value of any Company property lost by you; the cost of repairing any Company
property damaged by you or damaged as a consequence of negligence on your part;
the amount of any outstanding loans or advances made to you by the Company; any
other sums owing from you to the Company; where you have been unable to perform
your duties under this Agreement due to an accident caused by a third party, an
amount equal to the amount of any damages you recover from a third party in
respect of that accident capped at an amount equal to the salary and benefits
you have received from the Company in respect of any period of absence to which
the damages relate; any overpayment of salary or expenses or payment made to you
by mistake or through misrepresentation; and any other sums authorised to be
deducted by Section 13 of the Employment Rights Act 1996.
15. DATA PROTECTION
In order to keep and maintain any records relating to your employment under this
Agreement, it will be necessary for the Company to record, keep and process
personal data relating to you on
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computer and in hard copy form. (Examples of personal data include details of
your disciplinary record, any grievances raised by you and the contents of your
personnel file, together with any sensitive personal data held by the Company
such as your religious beliefs, your ethnic or racial origin and information
relating to any physical disability or pregnancy). Further in order to pay your
salary and offer you the other benefits to which you may be entitled, the
Company may also need to obtain from you details of your bank account and other
financial information. To the extent that it is reasonably necessary in
connection with your employment and the Company's responsibilities as an
employer, this data may be disclosed to others, including other employees of the
Company or any Group Company, the Company's professional advisers, the Inland
Revenue or other taxation authority, the police and other regulatory
authorities. You hereby consent to the recording, processing, use and disclosure
by the Company of personal data relating to you as set out above, including the
recording, processing, use and disclosure of your sensitive personal data to the
extent required by reason of your employment or by law and the transmission of
such data within or outside the European Union.
16. SICKNESS OR INJURY
16.1. If you are absent from work due to sickness, injury or accident you
must notify the Company as soon as possible and in any event before
10.00 am on the first working day of absence.
16.2. If you are absent from work for less than 7 days you must complete a
self-certification form setting out the nature of your illness or
incapacity on your return to work. If your absence continues for more
than 7 days you will, on the eighth day of such absence, submit a
doctor's certificate to the Company and continue to submit promptly to
the Company doctor's certificates covering any further period of
absence.
16.3. Provided you comply with the notification and certification procedure
set out above, the Company will pay you during such absence the Company
will pay your normal basic salary for up to one consecutive calendar
month of absence in a calendar year, and then pay you half your normal
basic salary for up to two further consecutive calendar months during a
calendar year.
Thereafter, any Company sick pay is entirely at the discretion of the
Company, provided that you shall be entitled to statutory sick pay in
accordance with the rules of the statutory sick pay scheme, subject to
the Company's right to terminate your employment under this Agreement.
16.4. Failure to comply with the certification requirements set out above may
result in your forfeiting your entitlement to be paid during periods of
absence and in your facing disciplinary action.
16.5. Any Company sick pay shall include any statutory sick pay payable to
you under the prevailing rules of the statutory sick pay scheme. The
Company may deduct from Company sick pay an amount or amounts equal to
any state benefit to which you are entitled or any payments made to you
or for which you are eligible under any permanent health insurance
scheme.
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16.6. The Company reserves the right to require you to undergo a medical
examination by the Company's doctor or an independent medical
practitioner at any time during a period of absence. You agree that the
doctor or independent medical practitioner may disclose to the Company
the results of the examination and discuss with the Company and its
professional advisers any matters arising from the examination as might
impair you from properly discharging your duties. You also authorise
your own doctor to provide the Company's doctor and/or independent
medical practitioner with any relevant extracts from your medical
notes.
16.7. Whilst working on overseas assignments, the Company expects you to
comply with the sickness policies and procedures practised in the local
office at which you are based.
17. CONFIDENTIALITY
17.1. During the course of your employment you will have access to and become
aware of information which is confidential to the Company. You
undertake that you will not, save in the proper performance of your
duties for the Company, disclose to any person, firm, company or
organisation or use (whether for your own benefit or for the benefit of
any person, firm, company or organisation) any of the trade secrets or
other confidential information of or relating to (a) the Company; (b)
any Group Company; (c) any client or customer of the Company; (d) any
person, firm, company or organisation with whom or which the Company is
involved in any kind of business venture or partnership; or (e) any
other third party to which the Company or any Group Company owes a duty
or confidentiality. Further, you agree use your best endeavours to
prevent the unauthorised publication or disclosure of any such trade
secrets or confidential information.
17.2. The restriction in clause 17.1 shall continue to apply after the
termination of your employment without limit in point of time, but
shall cease to apply to information ordered to be disclosed by a Court
or Tribunal of competent jurisdiction or to information which becomes
available to the public generally (other than by reason of your
breaching this clause). Nothing in this clause 17 will prevent you
making a "protected disclosure" within the meaning of the Public
Interest Disclosure Act 1998.
17.3. For the purposes of this Agreement confidential information shall
include, but shall not be limited to:
(a) corporate and marketing strategy and plans and business
development plans;
(b) budgets, management accounts, bank account details and other
confidential financial data;
(c) business sales and marketing methods;
(d) all techniques and processes used in relation to products and
services;
(e) details of products and services being developed, including
research and development reports, details of the Company's
computer technology, applications and systems, computer code
and algorithms developed or used, information
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relating to proprietary computer hardware or software
(including updates) and details of intellectual property
solutions;
(f) methods, procedures and information relating to the operation
of its business, including details of salaries, bonuses,
commissions and other employment terms applicable;
(g) the names, addresses and contact details of any customers or
Prospective Customers, including customer lists in whatever
medium this information is stored and details in relation to
the requirements of those customers or the potential
requirements of Prospective Customers for any products or
services. Without prejudice to the generality of the
foregoing, information provided by visitors to and users of
any of its web sites;
(h) the terms of business with its advertisers, customers and
suppliers, including any pricing policy adopted and the terms
of any partnership, joint venture or other form of commercial
co-operation or agreement entered into with any third party;
(i) software and technical information necessary for the
development, maintenance or operation of any of any website
and the source and object code of each website; and
(j) any other information in respect of which it is bound by an
obligation of confidence owed to a third party.
17.4. Your undertaking to the Company in clause 17.1 is given to the Company
for itself and as trustee for each Group Company.
18. DELIVERY UP OF THE COMPANY'S PROPERTY
18.1. You may not save in the proper performance of your duties or with the
Company's permission, remove any property belonging to the Company or
any Group Company, or relating to the affairs of the Company or any
Group Company, from the Company's or any Group Company's premises, or
make any copies of documents or records relating to the Company's or
any Group Company's affairs.
18.2. Upon the Company's request at any time, and in any event on the
termination of your employment, you will immediately deliver up to the
Company or its authorised representative, any plans, keys, mobile
telephone, security passes, credit cards, customer lists, price lists,
equipment, documents, records, papers, computer disks, tapes or other
computer hardware or software (together with all copies of the same),
and all property of whatever nature in your possession or control which
belongs to the Company or any Group Company or relates to its or their
business affairs. You will at the Company's request furnish the Company
with a written statement confirming that you have complied with this
obligation.
18.3. If you have any information relating to the Company or the Group or
work you have carried out for the Company or
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any Group Company which is stored on a computer or laptop computer
which computer or lap top does not belong to the Company, this must be
disclosed to the Company and the Company shall be entitled to down load
the information and/or supervise its deletion from the computer or
laptop concerned.
19. COPYRIGHT AND DESIGN RIGHTS
19.1. You will promptly disclose to the Company all works in which copyright
or design rights may exist which you make or originate either by
yourself or jointly with other people during your employment.
19.2. Any copyright work or design created by you in the normal course of
your employment or in the course of carrying out duties specifically
assigned to you, which relate to the affairs of the Company, shall be
the property of the Company whether or not the work was made at the
direction of the Company, or was intended for the Company and the
copyright in it and the rights in any design shall belong absolutely to
the Company throughout all jurisdictions and in all parts of the world,
together with all rights of registration, extensions and renewal (where
relevant).
19.3. To the extent that such copyright or design rights are not otherwise
vested in the Company, you hereby assign the same to the Company,
together with all past and future rights to action relating thereto.
19.4. You recognise and accept that the Company may edit, copy, add to, take
from, adapt, alter and translate the product of your services in
exercising the rights assigned under clause 19.3.
19.5. To the full extent permitted by law, you irrevocably and
unconditionally waive any provision of law known as "moral rights"
including any moral rights you may otherwise have under sections 77 to
85 inclusive of the Copyright Designs and Patents Act 1988 in relation
to the rights referred to at clause 19.2.
19.6. You agree that you will at the Company's request and expense, execute
such further documents or deeds and do all things necessary or
reasonably required to confirm and substantiate the rights of the
Company under this clause 19 and despite the termination of this
Agreement for any reason.
19.7. You agree that you will not at any time make use of or exploit the
Company's property, trade marks, service marks, documents or materials
in which the Company owns the copyright or the design rights for any
purpose which has not been authorised by the Company.
20. INVENTIONS
20.1. It shall be part of your normal duties at all times to consider in what
manner and by what new methods or devices, products, services,
processes, equipment or systems of the Company and each Group Company
might be improved, and promptly to give to the Board full details of
any invention, discovery, design, improvement or other matter or work
whatsoever in relation thereto ("the Inventions") which you may from
time to time
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make or discover during your employment, and to further the interests
of the Company in relation to the same. You hereby acknowledge and
agree that the sole ownership of the Inventions and all proprietary
rights therein discovered or made by you (whether alone or jointly with
others) at any time during your employment shall (subject to any
contrary provisions of the Patents Act 1977 and the Copyright Designs
and Patents Act 1988 and to any rights of a joint inventor thereof)
belong free of charge and exclusively to the Company as it may direct.
20.2. All worldwide copyright and design rights in all the Inventions shall
be and remain the property of the Company and the provisions of clause
19 above shall apply in relation to the same.
20.3. You agree that you will, at any time during your employment or
thereafter, at the Company's expense, do all such acts and things and
execute such documents (including without limitation making application
for letters patent) as the Company may reasonably request in order to
vest effectually any Invention (whether owned by the Company in
accordance with this clause 20 or owned by you) and any protection as
to ownership or use (in any part of the world) of the same, in the
Company or any Group Company, or as the Company may direct, jointly if
necessary with any joint inventor thereof, and you hereby irrevocably
appoint the Company for these purposes to be your attorney in your name
and on your behalf to execute such acts and things and execute any such
documents as set out above.
20.4. You agree that you will not knowingly do or omit to do anything which
will or may have the result of imperilling any such protection
aforesaid or any application for such protection.
21. GARDEN LEAVE
The Company shall be under no obligation to provide you with work during any
period of notice to terminate your employment (or any part thereof), whether
given by the Company or by you. During such period the Company may require you:
(a) to carry out different duties from your normal duties, whether or not this
occasions a loss of status; (b) to cease carrying out your duties altogether;
(c) not to attend work and may exclude you from any premises of the Company or
any Group Company; and/or (d) not to have any business dealings or contact with
the Company's employees, suppliers, advertisers, customers, Prospective
Customers and agents. You will continue to receive your salary and all
contractual benefits provided by your employment. During such period of notice,
you may not be engaged or employed by or take up any office in any other
company, firm, business or organisation or trade on your own account or enter
into any partnership without the prior written permission of the Board.
22. SUSPENSION
The Company may at any time suspend you on full pay pending the outcome of a
disciplinary investigation or for health reasons. Whilst you are suspended, the
Company may impose the same conditions as apply to garden leave under clause 21
above.
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23. RESTRICTIONS AFTER TERMINATION OF EMPLOYMENT
23.1. You agree that you will not, without the prior written permission of
the Board, during your employment or for a period of 6 months following
the termination of your employment (less any period you spend on garden
leave pursuant to clause 21), whether on your own behalf or on behalf
of any individual, company, firm, business or other organisation,
directly or indirectly:
(a) in connection with the carrying on of any business which
competes with any business of the Company or any Group Company
with which business you were involved in the period of 12
months prior to the termination of your employment, solicit or
entice away from the Company or any Group Company the business
or custom of any customer or Prospective Customer with whom
you had business dealings on behalf of the Company or any
Group Company in the course of the period of 12 months prior
to the termination of your employment or about which customer
or Prospective Customer you are privy to confidential
information at the date your employment terminates; or
(b) in connection with the carrying on of any business which
competes with any business of the Company or any Group Company
with which business you were involved in the period of 12
months prior to the termination of your employment, have
business dealings or contract with any customer or Prospective
Customer of the Company or any Group Company with which
customer or Prospective Customer you had business dealings on
behalf of the Company or any Group Company in the course of
the period of 12 months prior to the termination of your
employment or about which customer or Prospective Customer you
are privy to confidential information at the date your
employment terminates; or.
(c) seek to entice away from the Company or any Group Company any
person employed or engaged by the Company or any Group Company
as or carrying out the functions of a director, vice
president, manager or any other person acting in a sales,
research and development or technical capacity at the date
your employment terminates with whom you had material contact
in the period of 12 months prior to the termination of your
employment with the Company provided that this restriction
shall apply regardless of whether the solicitation involves a
breach of contract on the part of the director or employee
concerned; or
(d) employ or engage or offer to employ or engage any person
employed or engaged by the Company any Group Company as or
carrying out the functions of a director, vice president,
manager or any other person acting in a sales, research and
development or technical capacity at the date your employment
terminates with whom you had dealings in the last 12 months of
your employment with the Company provided that this
restriction shall apply regardless of whether the employment
involves a breach of contract on the part of the director or
employee concerned; or
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(e) endeavour to entice away from the Company or in any way seek
to affect the terms of business on which the Company deals
with any person, firm, company or organisation whom or which
supplied goods or services to the Company during the period of
12 months prior to the termination of your employment.
23.2. You agree that you will not, without the prior written permission of
the Board, for a period of 6 months following the termination of your
employment with the Company (less any period you spend on garden leave
pursuant to clause 21), be engaged or employed in the Restricted Area
by or otherwise involved or interested in any company, firm,
organisation or business which competes in the Restricted Area with any
business of the Company or any Group Company with which business you
are involved in the last 12 months of your employment under this
Agreement. In the event that you serve on the Company a written request
for permission to be employed or engaged by any company, firm,
organisation or business and the Company refuses to provide its
permission, then the Company will pay you at a rate equivalent to one
twelfth of your basic annual salary under this Agreement as at the date
your employment with the Company terminates for each period of one
month following the date on which your employment with the Company
terminates during which period you are restricted from commencing such
employment or engagement by reason of this clause 23.2 subject to:
(a) you providing the Company, in any such request made by you,
with: the name and address of the company, firm, organisation
or business which has offered to employ or engage you; details
of the job title and duties associated with the position
offered to you by such company, firm, organisation or
business; and a copy of any written offer of employment or
engagement made to you by such company, firm, organisation or
business.
(b) you complying in full with the terms of clause 23; and
(c) the deduction from any sum prima facie due to you under this
clause 23.2 of any remuneration, salary, fees or other income
earned by you arising from or in relation to any employment or
engagement undertaken by you during such period (but not
including any income arising from any employment or engagement
which you had commenced at least six months prior to the date
on which your employment terminates provided that you had
permission from your Manager to undertake such employment or
engagement pursuant to clause 2.1 of this Agreement).
The payment due to you will be paid in monthly instalments in arrears
within 14 days of you confirming to the Board in writing the amount of
remuneration, salary, fees or other income earned by you arising from
or in relation to any employment or engagement undertaken by you during
the period of one month to which the instalment relates.
23.3. Each of the sub-clauses contained in clause 23 constitutes an entirely
separate and independent covenant. If any restriction is held to be
invalid or unenforceable by a court of competent jurisdiction, it is
intended and understood by the parties that such invalidity or
unenforceability will not affect the remaining restrictions or the
validity of the rest of
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the Agreement and that if any such restriction would be valid if some
part thereof were deleted, such restrictions shall apply with such
modification as may be necessary to make them effective.
23.4. You agree that if you receive an offer of employment, consultancy,
directorship or other office or partnership during the continuance in
force of any of the above, you will prior to acceptance of an offer,
provide the party making the offer with copies of this clause and
details of your notice period, the restrictions on your use and
disclosure of confidential information and the clauses dealing with
copyright and inventions. Further, within 48 hours of receiving the
aforementioned offer you will notify the Company of the identity of the
party making the offer and the terms of the offer.
23.5. You acknowledge that:
(a) each of the restrictions in clause 23 goes no further than is
necessary to protect the legitimate business interests of the
Company and any Group Company; and
(b) the Company is entering into this Agreement not only for
itself but as trustee for each Group Company and with the
intention that the Company and/or any Group Company will be
entitled to seek the protection of and enforce each of its
restrictions directly against you. If requested to do so by
the Company however, you will at any time enter into like
restrictions as those contained in this clause 23 (mutatis
mutandis) with any other Group Company.
23.6. Nothing in this clause 23 shall prohibit you from holding the
investments and interests set out in clause 2.1 above.
23.7. Following the date your employment terminates, you will not:
(a) represent yourself as being in any way connected with the
business of the Company or any Group Company (except to the
extent agreed by such Company):
(b) represent, promote or advertise or refer to your previous
connection with the Company or any Group Company in such a way
as to utilise any of their goodwill
(c) carry on, cause or permit to be carried on any business under
or using any name, trade mark, service mark, style, logo,
get-up or image which is or has been used by the Company or
any Group Company, or which in the reasonable opinion of the
Board, is calculated to cause confusion with such a name,
trade mark, service mark, style, logo, get-up or image or
infer a connection with the Company or any Group Company.
24. DISCIPLINARY AND GRIEVANCE PROCEDURES
A copy of the Company's disciplinary and grievance procedures are available from
Human Resources. These policies do not form part of your contract of employment
and may be varied by the Company at any time.
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25. COLLECTIVE AGREEMENTS
There are no collective Agreements which directly affect your terms and
conditions of employment.
26. SECURITY
26.1. All communications, whether by telephone, email, fax, or any other
means, which are transmitted, undertaken or received using Company
property or on Company premises will be treated by the Company as work
related and are subject to interception, recording and monitoring
without further notice. You should not regard any such communications
as private.
26.2. Interception, recording and monitoring of communications is intended to
protect the Company's business interests, for example, but without
limitation, for the purposes of quality control, security of
communication and IT systems, record-keeping and evidential
requirements, detection and prevention of criminal activity or
misconduct and to assist the Company to comply with relevant legal
requirements. Such interception, recording and monitoring will not be
undertaken for prurient interest.
26.3. Intercepted communications may be used as evidence in disciplinary or
legal proceedings, including in any such action against you.
26.4. By transmitting, undertaking or receiving communication using Company
property or on Company premises you consent to the above terms.
27. ENTIRE AGREEMENT
27.1. This Agreement sets out the entire agreement between the Company and
you at the date of this Agreement in relation to your terms and
conditions of employment and is in substitution for and supersedes any
previous contract of employment between the Company and you, which
shall be deemed to have been terminated by mutual consent and without
giving rise to claims against the Company. You represent and warrant
that you are not entering into this Agreement in reliance on any
representation not expressly set out herein.
27.2. The termination of this Agreement howsoever arising shall not affect
any of the provisions of this Agreement which are expressed to operate
or have effect or are capable of operation or effect after such
termination.
28. NOTICES
Any notice you are required to give under this Agreement should be given by you
to your Manager. Any notice the Company is required to give you should be handed
to you or delivered or posted by special delivery post to your last notified
address. These notices will be deemed to have been given on receipt if handed to
you or your Manager, when delivered if delivered or posted to your last notified
address.
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29. THIRD PARTIES
This Agreement constitutes an agreement solely between the Company and you and,
save where otherwise provided, nothing in this contract confers or purports to
confer on a third party any benefit or any right to enforce a term of this
contract for the purposes of the Contracts (Rights of Third Parties) Act 1999.
30. INTERPRETATION
30.1. Any reference in this Agreement to:
30.2. any Act or delegated legislation includes any statutory modification or
re-enactment of it or the provision referred to;
30.3. "Board" shall mean the Board of Directors of the Company from time to
time or any person or any committee of the Board duly appointed by it;
30.4. "Group Company" means a company which from time to time is a subsidiary
or a holding company of the Company or a subsidiary of such holding
company (where the terms "subsidiary" and "holding company" have the
meanings attributed to them by section 736 of the Companies Act 1985);
30.5. The words "include" and "including" and "in particular" shall be
construed as being by way of illustration only and shall not limit the
generality of the preceding words;
30.6. "Prospective Customer" means any person with whom the Company (or any
Group Company) is in negotiations or is tendering for the supply of its
goods and services; and
30.7. "Restricted Area" means the United Kingdom and other geographical area
in relation to which you carried out your duties for the Company or in
respect of which you were responsible during (in both cases) the period
of 12 months immediately preceding the termination of your employment
with the Company.
31. GOVERNING LAW
Your terms of employment with the Company are governed by English law and the
parties submit to the exclusive jurisdiction of the English Courts. The Company
may however enforce the Agreement in any other courts of competent jurisdiction.
IN WITNESS WHEREOF this Agreement has been executed and delivered as a deed on
the date set out above.
EXECUTED AND DELIVERED /s/ Ian Burrows
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AS A DEED BY IAN BURROWS
BOOKHAM TECHNOLOGY PLC
ACTING BY ITS ATTORNEY IAN BURROWS
IN THE PRESENCE OF:
Signature of witness: /s/ Melanie Waters
-------------------
Print name of witness: MELANIE WATERS
Print address of witness: Bookham Technology plc
Abingdon
Print occupation of witness: Senior Resourcing Officer
EXECUTED AND DELIVERED
AS A DEED BY: MICHAEL SCOTT /s/ Michael Scott
-----------------
IN THE PRESENCE OF:
Signature of witness: /s/ Jeanette Granger
---------------------
Print name of witness: Jeanette Granger
-----------------
Print address of witness: Churchdene, Evesham Road, Norton, Evesham,
------------------------------------------
Worcestershire WR11 4TJ
-----------------------
Print occupation of witness: VP of Human Resources
---------------------
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