EMPLOYMENT CONTRACT FOR A SENIOR EMPLOYEE
DATED ----
between
[EMPLOYER'S NAME]
and
[EMPLOYEE'S NAME]
CONTENTS OF CLAUSE
1. Interpretation 定义
2. Term of appointment 聘用期
3. Duties 工作职责
4. Place of work 工作地点
5. Hours of work 工作时间
6. Salary 薪酬
7. Expenses 其他费用
8. Relocation expenses 行李搬运费用
9. Bonus 奖金
10. Permanent health insurance 工作健康保险
11. Life assurance 人寿保险
12. Private medical insurance 医疗保险
13. Car 用车
14. Car Allowance 用车补贴
15. Holidays 假日
16. Incapacity 不能胜任工作
17. Outside interests 其他利益关系
18. Confidential information 保密信息
19. Intellectual property 知识产权
20. Directorship 董事职务
21. Termination 协议的终止
22. Change of control 公司管理层的变动
23. Garden leave 停职待命
24. Obligations upon termination 协议终止后的义务
25. Post-termination restrictions 协议终止后的限制
26. Disciplinary and grievance procedures 对公司不满的投诉
27. Pensions 退休金
28. Data protection 数据保护
29. Collective agreement 集体协议
30. Reconstruction and amalgamation 公司的重组与合并
31. Notices 通知
32. Entire agreement [and previous contracts] 合同的完整性(及先前合同)
33. Variation 变更
34. Counterparts 副本
35. Third party rights 第三方权利
36. Governing law and jurisdiction 管辖法与司法属地
THIS AGREEMENT is dated [DATE]
PARTIES
(1) [FULL COMPANY NAME] incorporated and registered in England and Wales with company number [NUMBER] whose registered office is at [REGISTERED OFFICE ADDRESS] (Company).
(2) [EMPLOYEE'S NAME] of [ADDRESS] (Employee).
AGREED TERMS
1. INTERPRETATION
1.1 The definitions and rules of interpretation in this clause 1.1 apply in this agreement.
Agreed Sum: an amount equivalent to the gross value of [one year's] basic salary as specified in [clause 6] [less any sums paid to the Employee by way of notice or payment in lieu of notice].
Appointment: the employment of the Employee by the Company on the terms of this agreement.
Associated Employer: has the meaning given to it in the Employment Rights Act 1996.
Board: the board of directors of the Company (including any committee of the board duly appointed by it).
Capacity: as agent, consultant, director, employee, owner, partner, shareholder or in any other capacity.
Commencement Date: [DATE OF COMMENCEMENT OF EMPLOYMENT].
Confidential Information: information (whether or not recorded in documentary form, or stored on any magnetic or optical disk or memory) relating to the business, products, affairs and finances of [the Company OR any Group Company] for the time being confidential to [the Company OR any Group Company] and trade secrets including, without limitation, technical data and know-how relating to the business of [the Company OR any Group Company] or any of [its OR their] business contacts, including in particular (by way of illustration only and without limitation) [EXAMPLES].
Control: in relation to a body corporate, the power of a person to secure that the affairs of the body corporate are conducted in accordance with the wishes of that person (or persons):
(a) by means of the holding of shares, or the possession of voting power, in or in relation to, that or any other body corporate; or
(b) by virtue of any powers conferred by the constitutional or corporate documents, or any other document, regulating that or any other body corporate,
and a Change of Control occurs if a person who controls any body corporate ceases to do so or if another person acquires control of it, but does not occur in the circumstances described in [clause 30].
Employee's family: the Employee's spouse or civil partner and children under the age of [AGE].
Employment Inventions: any invention which is made wholly or partially by the Employee at any time in the course of his employment with the Company (whether or not during working hours or using Company premises or resources, and whether or not recorded in material form).
Employment IPRs: Intellectual Property Rights created by the Employee in the course of his employment with the Company (whether or not during working hours or using Company premises or resources).
FSA: the Financial Services Authority.
Garden Leave: any period during which the Company has exercised its rights under [clause 23].
Group Company: the Company, any company of which it is a Subsidiary (its holding company) and any Subsidiaries of the Company or of any such holding company.
Incapacity: any sickness or injury which prevents the Employee from carrying out his duties.
Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trade marks, trade names and domain names, rights in get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, topography rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Invention: any invention, idea, discovery, development, improvement or innovation, whether or not patentable or capable of registration, and whether or not recorded in any medium.
Pre-Contractual Statement: any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to this agreement or not) relating to the Employee's employment under this agreement which is not expressly set out in this agreement [or any documents referred to in it].
Restricted Business: [the business of [DETAILS] OR those parts of the business of the Company [and any Group Company]] with which the Employee was involved to a material extent in the [PERIOD] months prior to Termination.
Restricted Customer: any firm, company or person who, during the [PERIOD] months prior to Termination, was a [customer of or in the habit of dealing with] the Company [or any Group Company] with whom the Employee had contact [or about whom he became aware or informed] in the course of his employment.
Restricted Person: anyone employed [or engaged] by the Company [or any Group Company] [at the level of [POSITION] or above OR and who could materially damage the interests of the Company [or any Group Company] if they were involved in any Capacity in any business concern which competes with any Restricted Business] and with whom the Employee dealt in the [PERIOD] months prior to Termination in the course of his employment.
Staff Handbook: the Company's staff handbook as amended from time to time.
Subsidiary: in relation to a company (a holding company) means a subsidiary (as defined in section 736 of the Companies Act 1985) and any other company which is a subsidiary (as so defined) of a company which is itself a subsidiary of such holding company.
Termination: the termination of the Employee's employment with the Company however caused including, without limitation, termination by the Company in repudiatory breach of contract.
UKListing Authority: the FSA in its capacity as the competent authority for the purposes of part VI of the Financial Services and Markets Act 2000.
Working Time Regulations: the Working Time Regulations 1998.
1.2 The headings in this agreement are inserted for convenience only and shall not affect its construction.
1.3 A reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.
1.4 A reference to one gender includes a reference to the other gender.
1.5 The schedules to this agreement form part of (and are incorporated into) this agreement.
2. TERM OF APPOINTMENT
2.1 The Company shall employ the Employee and the Employee shall serve the Company on the terms of this agreement.
Indefinite term
[The Appointment shall [commence OR be deemed to have commenced] on the Commencement Date and shall continue, subject to the remaining terms of this agreement, until terminated by either party giving the other not less than [NUMBER] [months' or weeks'] prior notice in writing.
OR
Pure fixed term
The Appointment shall [commence OR be deemed to have commenced] on the Commencement Date and shall continue, subject to the remaining terms of this agreement, until it terminates on [DATE] without the need for notice.
OR
Fixed term subject to notice within the fixed term
The Appointment shall [commence OR be deemed to have commenced] on the Commencement Date and shall continue, subject to the remaining terms of this agreement, until it terminates on [DATE] without the need for notice unless previously terminated by either party giving the other not less than [NUMBER] months notice in writing.
Initial fixed term followed by notice
OR
The Appointment shall [commence OR be deemed to have commenced] on the Commencement Date and, subject to the remaining terms of this agreement, shall be for an initial fixed term of [NUMBER] months expiring on [DATE] (Expiry Date) and shall continue thereafter unless or until terminated by either party giving the other not less than [NUMBER] months notice in writing, expiring on or after the Expiry Date.]
2.2 [The first [NUMBER] month[s] of the Appointment shall be a probationary period and the Appointment may be terminated during this period at any time on [one week's] prior notice. The Company may, at its discretion, extend this period for up to a further [NUMBER] months. During this probationary period the Employee's performance and suitability for continued employment will be monitored. [At the end of the probationary period the Employee will be informed in writing if he has successfully completed his probationary period.]
2.3 The Appointment shall terminate on the date that the Employee reaches [[AGE] OR such age as may from time to time be determined by the [Company OR Board] as the normal retirement age].
2.4 [No employment with a previous employer OR The Employee's employment with [NAME], which commenced on [DATE]] counts towards the Employee's period of continuous employment with the Company.
2.5 The Employee represents and warrants to the Company that, by entering into this agreement or performing any of his obligations under it, he will not be in breach of any court order or any express or implied terms of any contract or other obligation binding on him [and undertakes to indemnify the Company against any claims, costs, damages, liabilities or expenses which the Company may incur as a result if he is in breach of any such obligations].
2.6 The Employee warrants that he is entitled to work in the United Kingdom without any additional approvals and will notify the Company immediately if he ceases to be so entitled during the Appointment.
2.7 [The Employee warrants that he holds [PROFESSIONAL QUALIFICATION] and shall continue at all times during the Appointment to be so qualified. The Employee shall immediately notify the Company if he ceases to hold [PROFESSIONAL QUALIFICATION] during the Appointment.]
2.8 The Employee consents to the transfer of his employment under this agreement to an Associated Employer at any time during the Appointment.
3. DUTIES
3.1 The Employee shall serve the Company as [JOB TITLE] [or such other role as the Company considers appropriate].
3.2 During the Appointment the Employee shall:
(a) [act as a director of the Company and carry out duties on behalf of any other Group Company including, if so required by the Board, acting as an officer or consultant of any such Group Company;]
(b) [comply with the articles of association (as amended from time to time) of any Group Company of which he is a director;]
(c) [abide by his fiduciary duties to [the Company OR any Group Company of which he is a director;]
(d) [not do anything that would cause him to be disqualified from acting as a director;]
(e) [do such things as are necessary to ensure compliance by himself and [the Company OR any relevant Group Company] with the Combined Code on Corporate Governance of the UK Listing Authority (as amended from time to time);]
(f) [comply with all requirements, recommendations or regulations, as amended from time to time, of the UK Listing Authority (including the Model Code for transactions in securities by directors and certain senior executives of listed companies, a copy of which is available from [POSITION]), the FSA and all regulatory authorities relevant to [the Company OR any Group Company] and any code of practice issued by the Company (as amended from time to time) relating to dealing in the securities of [the Company OR any Group Company];]
(g) [comply with the requirements under both legislation and regulation as to the disclosure of inside information;]
(h) unless prevented by Incapacity, devote the whole of his time, attention and abilities to the business of the Company [or any other Group Company];
(i) diligently exercise such powers and perform such duties as may from time to time be assigned to him by the [Company OR Board] [together with such person or persons as the [Company OR Board] may appoint to act jointly with him];
(j) comply with all reasonable and lawful directions given to him by the [Company OR Board];
(k) promptly make such reports to [[POSITION] OR the Board] in connection with the affairs of [the Company OR any Group Company] on such matters and at such times as are reasonably required;
(l) report his own wrongdoing and any wrongdoing or proposed wrongdoing of any other employee or director of [the Company OR any Group Company] to [[POSITION] OR the Board] immediately on becoming aware of it;
(m) use his best endeavours to promote, protect, develop and extend the business of [the Company OR any Group Company];
(n) consent to the Company monitoring and recording any use that he makes of the Company's electronic communications systems for the purpose of ensuring that the Company's rules are being complied with and for legitimate business purposes; and
(o) comply with any electronic communication systems policy that the Company may issue from time to time.
3.3 [The Employee's attention is drawn to the Staff Handbook (containing various rules and procedures) which [has been given to the Employee OR is available from [POSITION]]. The Staff Handbook does not form part of the Employee's contract of employment with the Company. For the avoidance of doubt, to the extent that there is any conflict between the terms of this agreement and the Staff Handbook, this agreement shall prevail.]
3.4 All documents, manuals, hardware and software provided for the Employee's use by the Company, and any data or documents (including copies) produced, maintained or stored on the Company's computer systems or other electronic equipment (including mobile phones), remain the property of the Company.
4. PLACE OF WORK
4.1 The Employee's normal place of work is [LOCATION] or such other place within [REASONABLE AREA] which the [Company OR Board] may reasonably require for the proper performance and exercise of his duties.
4.2 The Employee agrees to travel on [the Company OR any Group Company's] business (both within the United Kingdom or abroad) as may be required for the proper performance of his duties under the Appointment.
4.3 [During the Appointment the Employee shall not be required to work outside the United Kingdom for any continuous period of more than one month.
OR
The Employee shall also be required to work outside the United Kingdom (UK) in [TOWN, COUNTRY] from [DATE] to [DATE] (Overseas Assignment).
4.4 During the Overseas Assignment:
(a) the Employee's place of work shall be [ADDRESS];
(b) the Employee's holiday entitlement shall remain [NUMBER] working days a year, but the Employee shall be entitled to the public holidays in [COUNTRY], rather than the usual public holidays in [England and Wales];
(c) the Employee shall be paid the equivalent of the salary (as referred to in [clause 6]) in [CURRENCY] monthly in arrears on or about the [DATE] of each month directly into a bank account which the Employee shall open in [COUNTRY]. The equivalent to the Employee's salary in the local currency shall be determined by the Company's bank at the rate of exchange applying when making the payment. [the Employee may be subject to tax and social security contributions in [COUNTRY]. The Company shall make whatever deductions for tax or other social security contributions as are necessary and which it may be advised to make, either in the UK or [COUNTRY]];
(d) [the Company shall pay for the cost of [economy class] travel for the Employee [and the Employee's family] at the start and end of the Overseas Assignment and for [NUMBER] trips to the UK in each year of the Overseas Assignment;]
(e) the Company shall provide accommodation for the Employee [and the Employee's family] in [COUNTRY] which is convenient for the proper performance of the Employee's duties and shall pay the local taxes in respect of the property and the cost of insuring and maintaining it;
(f) the Company shall contribute £[AMOUNT] towards the cost of removal of the Employee's [and the Employee's family's] possessions from the UK to [COUNTRY] and related insurance costs; and
(g) [ANY OTHER BENEFITS OR CONTINUATION OF EXISTING BENEFITS].
4.5 At the conclusion of the period of your Overseas Assignment:
(a) the provisions of [clause 4.4] shall cease to apply, in particular:
(i) the Employee shall return to his normal place of work, as specified in [clause 4.1]; and
(ii) the Employee's salary shall be paid in accordance with [clause 6]; and
(b) the Company shall contribute £[AMOUNT] towards the cost of removal of the Employee's [and the Employee's family's] possessions from [COUNTRY] to the UK and related insurance costs.]
5. HOURS OF WORK
5.1 [The Employee's normal working hours shall be [TIME] to [TIME] on [Mondays] to [Fridays] and such additional hours as are necessary for the proper performance of his duties. The Employee acknowledges that he shall not receive further remuneration in respect of such additional hours.
OR
The Employee shall work [NUMBER] hours on such days in the week as are agreed between the parties at least [one week] in advance.The Employee acknowledges that he shall not receive further remuneration in respect of such additional hours.
OR
The Employee shall work [NUMBER] days each week on such days as are agreed between the parties at least [one week] in advance, provided that the Employee's total hours in such week do not exceed [NUMBER] hours. The Employee acknowledges that he shall not receive further remuneration in respect of such additional hours].
5.2 [The parties each agree that the nature of the Employee's position is such that his working time cannot be measured and, accordingly, that the Appointment falls within the scope of regulation 20 of the Working Time Regulations.]
6. SALARY
6.1 The Employee shall be paid an initial salary of £[AMOUNT] per annum (inclusive of any fees due to the Employee by [the Company OR any Group Company] as an officer of [the Company OR any Group Company]).
6.2 The Employee's salary shall accrue from day to day and be payable [monthly] in arrears [on or about the [DATE] of each month] directly into the Employee's bank or building society.
6.3 The Employee's salary shall be reviewed by [[POSITION] OR the Board] annually, the first such review to take place on [DATE]. The Company is under no obligation to award an increase following a salary review. There will be no review of the salary after notice has been given by either party to terminate the Appointment.
6.4 The Company may deduct from the salary, or any other sums owed to the Employee, any money owed to [the Company OR any Group Company] by the Employee.
7. EXPENSES
7.1 The Company shall reimburse (or procure the reimbursement of) all reasonable expenses wholly, properly and necessarily incurred by the Employee in the course of the Appointment, subject to production of receipts or other appropriate evidence of payment.
7.2 The Employee shall abide by the Company's policies on expenses as communicated to him from time to time.
7.3 [Any credit card supplied to the Employee by the Company shall be used only for expenses incurred by him in the course of the Appointment.]
8. RELOCATION EXPENSES
8.1 Subject to production of VAT receipts or other appropriate evidence of payment, the Company shall reimburse the Employee up to a maximum of £[AMOUNT] in respect of costs incurred by him in relocating to accommodation within [a reasonable daily travelling distance of OR [NUMBER] miles from] the Company's offices at [DETAILS] (Relocation Expenses). Relocation Expenses may include [DETAILS] but shall exclude [DETAILS].
8.2 The first £8,000 of the Relocation Expenses shall be paid without deduction of income tax and national insurance contributions to the extent that the Relocation Expenses qualify for the exemption set out in Chapter 7 of Part 4 of the Income Tax (Earnings and Pensions) Act 2003 and Schedule 3 of Part 8 of the Social Security (Contribution) Regulations 2001 respectively. For the avoidance of doubt, income tax and national insurance contributions shall be deducted from the remainder of the Relocation Expenses (if any) in the usual way.
8.3 The Employee shall indemnify the Company on a continuing basis in relation to any income tax and national insurance contributions (save for employers' national insurance contributions), including any related interest, penalties, costs and expenses, which may be incurred by the Company if the exemption referred to in [clause 8.2] does not apply.
8.4 Save in the circumstances set out in [clause 8.5], the Employee shall repay the Company as follows:
(a) if he ceases employment during the period of 12 months after the first expenses payment made by the Company under this clause, 100% of the Relocation Expenses shall be repaid;
(b) if he ceases employment between 13 and 24 months after the first expenses payment made by the Company under this clause, [66]% of the Relocation Expenses shall be repaid; or
(c) if he ceases employment between 25 and 36 months after the first expenses payment made by the Company under this clause, [33]% of the Relocation Expenses shall be repaid.
Thereafter, no repayment shall be required.
8.5 [clause 8.4] shall not apply if:
(a) the Company terminates the Appointment in breach of the terms of this agreement (other than for cause pursuant to [clause 21.4]; or
(b) the Employee terminates the Appointment in response to a fundamental breach of contract by the Company.
9. BONUS
9.1 The [Company OR Board] may in its absolute discretion pay the Employee a bonus of such amount, at such intervals and subject to such conditions as the [Company OR Board] may in its absolute discretion determine [from time to time OR taking into account specific performance targets, ] [to be notified to the Employee OR as agreed between the Employee and [the Company OR Board] from time to time].
9.2 Any bonus payment to the Employee shall be purely discretionary and shall not form part of the Employee's contractual remuneration under this agreement. If the Company makes a bonus payment to the Employee [in respect of a particular financial year of the Company (being the period from [DATE] to [DATE])], it shall not be obliged to make subsequent bonus payments [in respect of subsequent financial years of the Company].
9.3 [The Company may alter the terms of any bonus targets or withdraw them altogether at any time without prior notice.]
9.4 [Notwithstanding [clause 9.1], the Employee shall in any event have no right to a bonus or a time-apportioned bonus if:
(a) he has not been employed throughout the whole of the relevant financial year of the Company; or
(b) his employment terminates for any reason or he is under notice of termination (whether given by the Employee or the Company) at or prior to the date when a bonus might otherwise have been payable].
9.5 Any bonus payable in accordance with [clause 9.1] shall not be pensionable.
10. PERMANENT HEALTH INSURANCE
10.1 [After successful completion of the probationary period referred to in [clause 2.2]] the Employee shall be entitled to participate in the Company's permanent health insurance scheme at the Company's expense, subject to:
(a) the terms of the Company's scheme, as amended from time to time;
(b) the rules or insurance policy of the relevant insurance provider, as amended from time to time; and
(c) the Employee satisfying the normal underwriting requirements of the relevant insurance provider and the premium being at a rate which the Company considers reasonable.
Full details of the scheme are available from [POSITION].
10.2 The Company shall only be obliged to make payments to the Employee under the scheme [if it has received payment from the insurance provider for that purpose OR if the Employee is not receiving benefits from the insurance provider directly].
10.3 The Company in its sole and absolute discretion reserves the right to discontinue, vary or amend the scheme (including the level of the Employee's cover) at any time on reasonable notice to the Employee.
10.4 If the insurance provider refuses for any reason to provide permanent health insurance benefit to the Employee, the Company shall not be liable to provide to the Employee any replacement benefit of the same or similar kind or to pay any compensation in lieu of such benefit.
10.5 If the Employee is receiving benefits under the Company's permanent health insurance scheme:
(a) [he shall resign as a director of [the Company OR any Group Company] if so requested by the Company; and]
(b) the Company shall be entitled to appoint a successor to the Employee to perform all or any of the duties required of the Employee under the terms of the Appointment and the Employee's duties shall be amended accordingly.
11. LIFE ASSURANCE
11.1 [After successful completion of the probationary period referred to in [clause 2.2], the Employee shall be entitled to participate in the Company's life assurance scheme which shall pay to the Employee's dependents a sum equal to [SPECIFY] times the Employee's salary if the Employee dies during the Appointment. Participation is subject to:
(a) the terms of the Company's life assurance scheme, as amended from time to time;
(b) the rules or the insurance policy of the relevant insurance provider, as amended from time to time; and
(c) the Employee satisfying the normal underwriting requirements of the relevant insurance provider and the premium being at a rate which the Company considers reasonable.
Full details of the scheme are available from [POSITION].
11.2 If the insurance provider refuses for any reason to provide life assurance benefit to the Employee the Company shall not be liable to provide to the Employee any replacement benefit of the same or similar kind or to pay any compensation in lieu of such benefit.
11.3 The Company in its sole and absolute discretion reserves the right to discontinue, vary or amend its life assurance scheme (including the level of the Employee's cover) at any time on reasonable notice to the Employee.
12. PRIVATE MEDICAL INSURANCE
12.1 [After successful completion of the probationary period referred to in [clause 2.2]] the Employee [and the Employee's family] shall be entitled to participate in the Company's private medical insurance scheme subject to:
(a) the terms of that scheme, as amended from time to time;
(b) the rules or insurance policy of the relevant insurance provider, as amended from time to time; and
(c) the Employee [and his spouse or civil partner and any children under the age of 18] satisfying the normal underwriting requirements of the relevant insurance provider and the premium being at a rate which the Company considers reasonable.
Full details of the Company's private medical insurance scheme are available from [POSITION].
12.2 If the insurance provider refuses for any reason to provide private medical insurance benefit to the Employee [or to the Employee's family] the Company shall not be liable to provide any replacement benefit of the same or similar kind or to pay any compensation in lieu of such benefit.
12.3 The Company in its sole and absolute discretion reserves the right to discontinue, vary or amend the scheme (including the level of the Employee's cover) at any time on reasonable notice to the Employee.
13. CAR
13.1 [Provided that the Employee holds a current full driving licence,] the Company shall supply the Employee with a car of such make, model and value as is determined by [the Company OR the Board OR reference to the Company's car policy from time to time] for his sole business [and private] use. [The Company may at its discretion permit the personal use of the car by the Employee or his spouse or civil partner, but permission for such personal use may be withdrawn at any time.]
13.2 The Company shall be responsible for payment of all reasonable standing and running costs of the car including insurance, tax, MOT, maintenance and repair and shall [bear the cost of fuel incurred during business [and private] mileage OR reimburse the Employee for the cost of fuel properly incurred during business [and private] mileage [at an agreed rate OR at a rate specified in the Company's car policy from time to time]].
13.3 The Company shall replace the car at such times as are [decided by the Board OR specified in the Company's car policy] from time to time.
13.4 The Employee shall:
(a) take good care of the car and ensure that the provisions of [the Company's car policy as amended from time to time and] any policy of insurance relating to the car are observed;
(b) pay all expenses directly connected with the Employee's [and his spouse's] private use of the car;
(c) be responsible for payment of all fines incurred for traffic offences and parking fines;
(d) notify the Company of any accidents involving the car (whether or not these take place while the Employee is on business);
(e) immediately inform the Company if he is convicted of a driving offence or disqualified from driving; and
(f) return the car, its keys and all documents relating to it to [the Company's registered office] or such other place as the Company may reasonably stipulate immediately upon the termination of the Appointment howsoever arising or upon the Employee becoming no longer legally entitled to drive.
13.5 The Company shall have the right to terminate the Appointment [without prior notice or payment in lieu of notice] if the Employee is [convicted of a driving offence or] disqualified from driving. OR
14. CAR ALLOWANCE
14.1 [Provided that the Employee holds a current driving licence,] the Employee shall receive a car allowance for use of the Employee's own car of £[AMOUNT] per annum which shall be payable together with and in the same manner as the salary in accordance with [clause 6]. The car allowance shall not be treated as part of the basic salary for any purpose and shall not be pensionable.
14.2 The Company shall reimburse the Employee in respect of fuel costs for business miles [at the Company's business mileage rate OR at HM Revenue and Customs approved rates] [and reasonable private mileage].
14.3 The Employee shall immediately inform the Company if he is disqualified from driving and shall cease to be entitled to receive the allowance under [clause 14.1] [or reimbursement of fuel expenses under [clause 14.2].
15. HOLIDAYS
15.1 The Employee shall be entitled to [NUMBER] days' paid holiday in each holiday year [(calculated on a pro rata basis by reference to a full-time entitlement of [NUMBER] days holiday each year)] together with [the usual] public holidays in England and Wales. The Company's holiday year runs between [DATE] and [DATE]. If the Appointment commences part way through the holiday year, the Employee's holiday entitlement during the first year of the Appointment shall be calculated on a pro-rata basis, rounded up to the nearest whole day.
15.2 Holiday shall be taken at such time or times as shall be approved in advance by [POSITION]. The Employee shall not [without the consent of [[POSITION] OR the Board] carry forward any accrued and unused holiday entitlement to a subsequent holiday year, nor receive any payment in lieu in respect of such entitlement, save as provided in [clause 15.3].
15.3 On termination of the Appointment, the Employee shall be entitled to be paid in lieu of accrued but untaken holiday [save that, where such termination is pursuant to [clause 21.4] or follows the Employee's resignation in breach of [clause 2.1], such accrued but untaken holiday shall be based on the Employee's minimum holiday entitlement under the Working Time Regulations only and not on his entitlement under [clause 15.1]. For these purposes any paid holiday that has been taken by the Employee (including any paid holiday on public holidays) shall be deemed first to be statutory paid holiday]. The amount of the payment in lieu shall be calculated on the basis that each day of paid holiday is equal to 1/260 of the salary.
15.4 If the Employee has taken more holiday than his accrued entitlement at the date of termination of the Appointment, the Company shall be entitled to deduct the appropriate amount from any payments due to the Employee (on the basis that each day of paid holiday is equal to 1/260 of the salary).
15.5 If either party has served notice to terminate the Appointment, the [Company OR Board] may require the Employee to take any accrued but unused holiday entitlement during the notice period or, if applicable, any such holiday shall be deemed to be taken during any period of Garden Leave.
15.6 [During any continuous period of absence due to Incapacity of [one month or more] the Employee shall only accrue statutory holiday under the Working Time Regulations and not contractual holiday (as set out in clause 15.1).]
16. INCAPACITY
16.1 Subject to the Employee's compliance with the Company's sickness absence procedures (as amended from time to time), he shall continue to receive his full salary and contractual benefits during any period of absence due to Incapacity for up to an aggregate of [NUMBER] weeks in any [52] week period. Such payment shall be inclusive of any statutory sick pay due in accordance with applicable legislation in force at the time of absence.
16.2 The Employee agrees to consent to medical examinations (at the Company's expense) by a doctor nominated by the Company should the Company so require. The Employee agrees that any report produced in connection with any such examination may be disclosed to the Company and the Company may discuss the contents of the report with the relevant doctor.
16.3 If the Incapacity is or appears to be occasioned by actionable negligence, nuisance or breach of any statutory duty on the part of a third party in respect of which damages are or may be recoverable, the Employee shall immediately notify the Board of that fact and of any claim, compromise, settlement or judgment made or awarded in connection with it and all relevant particulars that the Board may reasonably require. The Employee shall if required by the [Company OR Board], refund to the Company that part of any damages or compensation recovered by him relating to the loss of earnings for the period of the Incapacity as the Board may reasonably determine less any costs borne by him in connection with the recovery of such damages or compensation, provided that the amount to be refunded shall not exceed the total amount paid to the Employee by the Company in respect of the period of Incapacity.
16.4 The Company may terminate the Appointment by giving the notice specified in [clause 2.1] or under [clause 21] even when, as a result of such termination, the Employee would or might forfeit any entitlement to benefit from sick pay under [clause 16], or permanent health insurance under [clause 10] save that the Company shall not terminate the Appointment solely on grounds of the Employee's Incapacity where such an entitlement or benefit would or might be forfeited.