Exhibit 10.11

 

Smith – Allison Senior Employment Contract

 

DATED 1 JANUARY 2011

 

SMITH ELECTRIC VEHICLES EUROPE LIMITED

 

AND

 

GEOFF ALLISON

 

EMPLOYMENT CONTRACT FOR A

SENIOR EMPLOYEE

 



 











 

CONTENTS 

 

	
Clause
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
1.
    	
Interpretation
    	
3
    
	
2
    	
Term of appointment
    	
5
    
	
3
    	
Duties
    	
6
    
	
4
    	
Place of work
    	
7
    
	
5
    	
Hours of work
    	
7
    
	
6
    	
Salary
    	
7
    
	
7
    	
Expenses
    	
8
    
	
8
    	
Life assurance
    	
8
    
	
9
    	
Private medical insurance
    	
8
    
	
10
    	
Car allowance
    	
9
    
	
11
    	
Holidays
    	
9
    
	
12
    	
Incapacity
    	
10
    
	
13
    	
Outside interests
    	
11
    
	
14
    	
Confidential information
    	
11
    
	
15
    	
Intellectual property
    	
11
    
	
16
    	
Termination
    	
13
    
	
17
    	
Garden leave
    	
14
    
	
18
    	
Obligations upon   termination
    	
14
    
	
19
    	
Post-termination   restrictions
    	
15
    
	
20
    	
Disciplinary and grievance   procedures
    	
16
    
	
21
    	
Pensions
    	
17
    
	
22
    	
Data protection
    	
17
    
	
23
    	
Collective agreement
    	
18
    
	
24
    	
Reconstruction and   amalgamation
    	
18
    
	
25
    	
Notices
    	
18
    
	
26
    	
Entire agreement and   previous contracts
    	
19
    
	
27
    	
Variation
    	
19
    
	
28
    	
Counterparts
    	
19
    
	
29
    	
Third party rights
    	
19
    
	
30
    	
Governing law and   jurisdiction
    	
19
    


 











 

THIS AGREEMENT is dated           March 2011[DATE]

 

PARTIES

 

	
(1)
    	
 
    	
Smith   Electric Vehicles Europe Limited incorporated and registered in England and Wales   with company number 07472318 whose registered office is at The Vigo Centre,   Birtley Road, Washington, Tyne & Wear, NE38 9DA (Company).
    
	
 
    	
 
    	
 
    
	
(2)
    	
 
    	
Geoff Allison of   *****, Tyne & Wear, England, NE25 9HT (Employee).
    


 

AGREED TERMS

 

	
1.
    	
 
    	
Interpretation
    
	
 
    	
 
    	
 
    
	
1.1
    	
 
    	
The definitions   and rules of interpretation in this clause 1.1 apply in this agreement.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
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: 1   January 2011.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
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 any Group Company for the time being confidential to any Group   Company and trade secrets including, without limitation, technical data and   know-how relating to the business of any Group Company or any of their   business contacts, including in particular (by way of illustration only and   without limitation):
    


 

·                      information about the Company’s and/or the Group Companies’ clients or customers (including specific client or customer lists), and details of their employees, contractors, agents, distributors and suppliers, in each case whether these are actual or potential clients, customers, employees, contractors, agents, distributors or suppliers;

 

·                      information about the financial position and future plans of the Company and the Group Companies;

 

·                      information on any database belonging to or operated by or on behalf of the Company and/or any Group Company where such information is not publicly available;

 

·                      information regarding the Company’s and the Group Companies’ prices, discounts, business and their financial, marketing, development and manpower plans;

 

3











 

·                      passwords and other security information;

 

·                      information about and concerning the designs and specifications of the products or processes designed and manufactured by or on behalf of the Company and/or any Group Company and of those products or processes which are in the process of being designed by or on behalf of the Company and/or any Group Company; and

 

·                      all other information, whether technical, non-technical, scientific, or non-scientific, which the Company or any Group Company considers might cause significant harm were it to be available to and/or used by anyone other than the Company or a Group Company and which is notified to the Employee as being confidential or is clearly by its nature confidential and is treated by the Company and/or any Group Company as such.

 

	
 
    	
 
    	
Employee’s family: the Employee’s spouse or   civil partner and children under the age of 18.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
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).
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
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).
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
FSA: the Financial Services   Authority.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
Garden Leave: any period during which   the Company has exercised its rights under clause 177.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
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 (“IPR”): 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
    


 

4











 

	
 
    	
 
    	
(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.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
Restricted Business: All-electric commercial   trucks, vans, and busses.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
Restricted Customer: any firm, company or   person who, during the 12 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 dealings in the course of his employment.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
Restricted Person: anyone employed or engaged   by the Company or any Group Company at the level of Management or above 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 12   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 1159 of the   Companies Act 2006) 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.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
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
    	
 
    	
Unless the   context otherwise requires, a reference to one gender shall include a   reference to the other genders.
    
	
 
    	
 
    	
 
    
	
1.5
    	
 
    	
Unless the   context otherwise requires, words in the singular include the plural and in   the plural include the singular.
    
	
 
    	
 
    	
 
    
	
1.6
    	
 
    	
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.
    
	
 
    	
 
    	
 
    
	
2.2
    	
 
    	
The Appointment   shall 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 six months’ prior notice in   writing.
    


 

5











 

	
2.3
    	
 
    	
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.
    
	
 
    	
 
    	
 
    
	
2.4
    	
 
    	
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 Managing Director.
    
	
 
    	
 
    	
 
    
	
3.2
    	
 
    	
During the   Appointment the Employee shall:
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
3.2.1
    	
unless prevented   by Incapacity, devote the whole of his time, attention and abilities to the   business of the Company;
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
3.2.2
    	
diligently   exercise such powers and perform such duties as may from time to time be   assigned to him by the Company;
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
3.2.3
    	
comply with all   reasonable and lawful directions given to him by the Company;
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
3.2.4
    	
promptly make   such reports to the Chief Executive Officer of the Company’s parent, Smith   Electric Vehicles US Corp. in connection with the affairs of the Company on   such matters and at such times as are reasonably required;
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
3.2.5
    	
report his own   wrongdoing and any wrongdoing or proposed wrongdoing of any other employee or   director of any Group Company to the Chief Technical Officer and Chief   Executive Officer of the Company’s parent, Smith Electric Vehicles US Corp.   immediately on becoming aware of it;
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
3.2.6
    	
use his best   endeavours to promote, protect, develop and extend the business of any Group   Company;
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
3.2.7
    	
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
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
3.2.8
    	
comply with any   electronic communication systems policy that the Company may issue from time   to time.
    
	
 
    	
 
    	
 
    	
 
    
	
3.3
    	
 
    	
The Employee   shall comply with any rules, policies and procedures set out in the Staff   Handbook, a copy of which has been given to the Employee. The Staff Handbook   does not form part of this agreement and the Company may amend it at any   time. 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.
    


 

6











 

	
4
    	
 
    	
Place   of work
    
	
 
    	
 
    	
 
    
	
4.1
    	
 
    	
The Employee’s   normal place of work is The Vigo Centre, Birtley Road, Washington,   Tyne & Wear, NE38 9DA or such other place which the Company may   reasonably require for the proper performance and exercise of his duties,   which shall include facility locations.
    
	
 
    	
 
    	
 
    
	
4.2
    	
 
    	
The Employee   agrees to travel on the Company’s business (both within the United Kingdom   and 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 two months.
    
	
 
    	
 
    	
 
    
	
5
    	
 
    	
Hours   of work
    
	
 
    	
 
    	
 
    
	
5.1
    	
 
    	
The Employee’s   normal working hours shall be 08.00 to 16.15 on Mondays to Thursdays and   08.00 to 15.00 on Fridays, with 30 minutes for lunch, 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. The Employee agrees to execute an “Agreement to Opt Out of   Maximum Weekly Working Time”, as attached.
    
	
 
    	
 
    	
 
    
	
6
    	
 
    	
Salary   and Options
    
	
 
    	
 
    	
 
    
	
6.1
    	
 
    	
The Employee   shall be paid an initial salary of £130,000 per annum (“Base Salary”).
    
	
 
    	
 
    	
 
    
	
6.2
    	
 
    	
The Employee’s   salary shall accrue from day to day and be payable monthly in arrears on or   about the 21st of   each month directly into the Employee’s bank or building society.
    
	
 
    	
 
    	
 
    
	
6.3
    	
 
    	
The Employee’s   salary shall be reviewed by the Chief Executive Officer of the Company’s   parent, Smith Electric Vehicles US Corp. annually, the first such review to   take place on or about January 15 2012. 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 by the Employee.
    
	
 
    	
 
    	
 
    
	
6.5
    	
 
    	
The Employee   shall be eligible for a bonus equal to fifty percent (50%) of the Employee’s   base salary per annum, subject to the Employee accomplishing the identified   goals, at the discretion of the Chief Executive Officer of Smith Electric   Vehicles US Corp.
    
	
 
    	
 
    	
 
    
	
6.6
    	
 
    	
Employee will be   issued stock options in a separate stock option or incentive plan (Incentive   Stock Option Agreement) which will provide 60,000 stock options in the   Company as further defined in said Plan, (Employee Options). Employee may   participate in additional stock, stock option, or stock incentive programs   offered by the Company (Programs), as permitted by law. In the event Employee   is entitled to participate in such Programs, the Employee shall comply with   all laws and regulations governing said program. With respect to said Programs,   the Employee agrees to execute any instruments or documents governing the   repurchase of the stock upon termination of this Agreement and take all other   actions reasonably requested by the Company in order to affect the issuance   of Employee’s shares.
    


 

7











 

	
 
    	
 
    	
In regard to said Employee Options, commencing on the Commencement   Date the options shall be vested and shall be exercisable by the Employee as   defined in said Stock Option Agreement. The exercise price for the Employee   Options shall be $12.04 (USD).
    
	
 
    	
 
    	
 
    
	
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
    	
 
    	
Life   assurance
    
	
 
    	
 
    	
 
    
	
8.1
    	
 
    	
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 four times the   Employee’s salary if the Employee dies during the Appointment. Participation   is subject to:
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
8.1.1
    	
the terms of the   Company’s life assurance scheme, as amended from time to time;
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
8.1.2
    	
the   rules or the insurance policy of the relevant insurance provider, as   amended from time to time; and
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
8.1.3
    	
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 Human Resources Manager.
    
	
 
    	
 
    	
 
    
	
8.2
    	
 
    	
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.
    
	
 
    	
 
    	
 
    
	
8.3
    	
 
    	
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.
    
	
 
    	
 
    	
 
    
	
9
    	
 
    	
Private   medical insurance
    
	
 
    	
 
    	
 
    
	
9.1
    	
 
    	
The Employee and   the Employee’s family shall be entitled to participate in the Company’s   private medical insurance scheme with an appropriate healthcare provider   subject to:
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
9.1.1
    	
the terms of that scheme, as amended from time to time;
    


 

8











 

	
 
    	
 
    	
9.1.2
    	
the   rules or insurance policy of the relevant insurance provider, as amended   from time to time; and
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
9.1.3
    	
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 Human Resources Manager.
    
	
 
    	
 
    	
 
    
	
9.2
    	
 
    	
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.
    
	
 
    	
 
    	
 
    
	
9.3
    	
 
    	
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
    	
 
    	
Car   allowance
    
	
 
    	
 
    	
 
    
	
10.1
    	
 
    	
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 £12,000 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.
    
	
 
    	
 
    	
 
    
	
10.2
    	
 
    	
The Company   shall reimburse the Employee in respect of fuel costs for business use by   submission of mileage travelled based upon the current company allowances   available through Human Resources.
    
	
 
    	
 
    	
 
    
	
10.3
    	
 
    	
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 10.1 or   reimbursement of fuel expenses under clause 10.2.
    
	
 
    	
 
    	
 
    
	
11
    	
 
    	
Holidays
    
	
 
    	
 
    	
 
    
	
11.1
    	
 
    	
The Employee   shall be entitled to 25 days’ paid holiday in each holiday year together with   the usual public holidays in England and Wales or days in lieu where the   Company requires you to work on a public holiday, plus 1 day for every future   year of employment commencing on the Commencement Date of this Agreement. The   Company’s holiday year runs between 1 January and 31 December. If the   Appointment commences or terminates part way through a holiday year, the   Employee’s entitlement during that holiday year shall be calculated on a   pro-rata basis rounded up to the nearest whole day.
    
	
 
    	
 
    	
 
    
	
11.2
    	
 
    	
Holiday shall be   taken at such time or times as shall be approved in advance by the Chief   Technical Officer of the parent company. The Employee shall not without the   consent of Human Relations Manager carry forward any accrued but untaken   holiday entitlement to a subsequent holiday year unless the Employee has been   unavoidably prevented from taking such holiday during the relevant leave year   by virtue of a period of statutory maternity, paternity or adoption leave.
    


 

9











 

	
11.3
    	
 
    	
The Employee   shall have no entitlement to any payment in lieu of accrued but untaken   holiday save on termination of the Appointment. Subject to clause 11.4 the   amount of such payment in lieu shall be 1/260th of the Employee’s salary for   each untaken day of the Employee’s entitlement under clause 11.1 for the   holiday year in which termination takes place and any untaken days carried   forward from the preceding holiday year.
    
	
 
    	
 
    	
 
    
	
11.4
    	
 
    	
If the Company   has terminated or would be entitled to terminate the Appointment pursuant to   clause 16 or if the Employee has terminated the Appointment in breach of   clause 2.2 any payment due under clause 11.3 shall be limited to the   Employee’s statutory entitlement under the Working Time Regulations 1998 and   any paid holidays (including paid public holidays) taken shall be deemed   first to have been taken in satisfaction of that statutory entitlement.
    
	
 
    	
 
    	
 
    
	
11.5
    	
 
    	
If on   termination of the Appointment the Employee has taken in excess of his   accrued holiday entitlement, the Company shall be entitled to recover from   the Employee by way of deduction from any payments due to the Employee or   otherwise one day’s pay calculated at 1/260th of the Employee’s salary for   each excess day.
    
	
 
    	
 
    	
 
    
	
11.6
    	
 
    	
If either party   has served notice to terminate the Appointment, the Company may require the   Employee to take any accrued but unused holiday entitlement during the notice   period. Any accrued but unused holiday entitlement shall be deemed to be   taken during any period of Garden Leave under clause 17.
    
	
 
    	
 
    	
 
    
	
12
    	
 
    	
Incapacity
    
	
 
    	
 
    	
 
    
	
12.1
    	
 
    	
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 4.3 weeks for each 52 week period of service commencing 16th   April 2007. Such payment shall be inclusive of any statutory sick pay   due in accordance with applicable legislation in force at the time of   absence.
    
	
 
    	
 
    	
 
    
	
12.2
    	
 
    	
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.
    
	
 
    	
 
    	
 
    
	
12.3
    	
 
    	
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 Company of that fact and of any claim, compromise, settlement or   judgment made or awarded in connection with it and all relevant particulars   that the Company may reasonably require. The Employee shall if required by   the Company, 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 Company 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.
    
	
 
    	
 
    	
 
    
	
12.4
    	
 
    	
The Company may   terminate the Appointment by giving the notice specified in clause 2.12 or   under clause 16 even when, as a result of such termination, the Employee   would or might forfeit any entitlement to benefit from sick pay under clause   12.
    


 

10









 

	
13
    	
 
    	
Outside   interests
    
	
 
    	
 
    	
 
    
	
13.1
    	
 
    	
Subject to   clause 13.2, during the Appointment the Employee shall not, except as a   representative of the Company or with the prior written approval of the   Company, whether paid or unpaid, be directly or indirectly engaged, concerned   or have any financial interest in any Capacity in any other business, trade,   profession or occupation (or the setting up of any business, trade,   profession or occupation), however the employee may serve on the board of   directors of and hold any office or position in companies or organizations   which, in the Company’s judgement will not present any conflict of interest.
    
	
 
    	
 
    	
 
    
	
13.2
    	
 
    	
Notwithstanding   clause 13.1, the Employee may hold an investment by way of shares or other   securities of not more than 5% of the total issued share capital of any   company (whether or not it is listed or dealt in on a recognised stock   exchange) where such company does not carry on a business similar to or   competitive with any business for the time being carried on by any Group   Company. For clarity, the business of the Company is all-electric commercial   truck engineering, design, manufacturing, assembly, marketing, sales, and   service.
    
	
 
    	
 
    	
 
    
	
13.3
    	
 
    	
The Employee   agrees to disclose to the Company any matters relating to his spouse or civil   partner (or anyone living as such), children or parents which may, in the   reasonable opinion of the Company, be considered to interfere, conflict or   compete with the proper performance of the Employee’s obligations under this   agreement.
    
	
 
    	
 
    	
 
    
	
14
    	
 
    	
Confidential   information
    
	
 
    	
 
    	
 
    
	
14.1
    	
 
    	
The Employee   acknowledges that in the course of the Appointment he will have access to   Confidential Information. The Employee has therefore agreed to accept the   restrictions in this clause 144.
    
	
 
    	
 
    	
 
    
	
14.2
    	
 
    	
The Employee shall   not (except in the proper course of his duties), either during the   Appointment or at any time after its termination (howsoever arising), use or   disclose to any person, company or other organisation whatsoever (and shall   use his best endeavours to prevent the publication or disclosure of) any   Confidential Information. This shall not apply to:
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
14.2.1
    	
any use or   disclosure authorised by the Board or required by law; or
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
14.2.2
    	
any information   which is already in, or comes into, the public domain other than through the   Employee’s unauthorised disclosure; or
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
14.2.3
    	
any protected   disclosure within the meaning of section 43A of the Employment Rights Act   1996.
    
	
 
    	
 
    	
 
    	
 
    
	
15
    	
 
    	
Intellectual   property
    
	
 
    	
 
    	
 
    
	
15.1
    	
 
    	
The Employee   acknowledges that all Employment IPRs, Employment Inventions and all   materials embodying them shall automatically belong to the Company to the   fullest extent permitted by law. To the extent that they do not vest in the   Company automatically, the Employee holds them on trust for the Company.
    
	
 
    	
 
    	
 
    
	
15.2
    	
 
    	
The Employee   acknowledges that, because of the nature of his duties and the particular   responsibilities arising from the nature of his duties, he has, and shall   have at all times while he is employed by the Company, a special obligation   to further the interests of the Company.
    


 

11











 

	
15.3
    	
 
    	
To the extent   that legal title in any Employment IPRs or Employment Inventions does not   vest in the Company by virtue of clause 15.1, the Employee agrees,   immediately upon creation of such rights and Inventions, to offer to the   Company in writing a right of first refusal to acquire them on arm’s length   terms to be agreed between the parties. The Employee agrees that the   provisions of this clause 155 shall apply to all Employment IPRs and   Employment Inventions offered to the Company under this clause 15.3 until   such time as the Company has agreed in writing that the Employee may offer   them for sale to a third party.
    
	
 
    	
 
    	
 
    
	
15.4
    	
 
    	
The Employee   agrees:
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
15.4.1
    	
to give the   Company full written details of all Employment Inventions which relate to or   are capable of being used in the business of any Group Company promptly on   their creation;
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
15.4.2
    	
at the Company’s   request and in any event on the termination of his employment to give to the   Company all originals and copies of correspondence, documents, papers and   records on all media which record or relate to any of the Employment IPRs;
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
15.4.3
    	
not to attempt   to register any Employment IPR nor patent any Employment Invention unless   requested to do so by the Company; and
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
15.4.4
    	
to keep   confidential each Employment Invention unless the Company has consented in   writing to its disclosure by the Employee.
    
	
 
    	
 
    	
 
    	
 
    
	
15.5
    	
 
    	
The Employee   waives all his present and future moral rights which arise under the   Copyright Designs and Patents Act 1988, and all similar rights in other   jurisdictions relating to any copyright which forms part of the Employment   IPRs, and agrees not to support, maintain nor permit any claim for   infringement of moral rights in such copyright works.
    
	
 
    	
 
    	
 
    
	
15.6
    	
 
    	
The Employee   acknowledges that, except as provided by law, no further remuneration or   compensation other than that provided for in this agreement is or may become   due to the Employee in respect of his compliance with this clause. This   clause is without prejudice to the Employee’s rights under the Patents Act   1977.
    
	
 
    	
 
    	
 
    
	
15.7
    	
 
    	
The Employee   undertakes to use his best endeavours to execute all documents and do all   acts both during and after his employment by the Company as may, in the   opinion of the Company be necessary or desirable to vest the Employment IPRs   in the Company, to register them in the name of the Company and to protect   and maintain the Employment IPRs and the Employment Inventions. Such   documents may, at the Company’s request, include waivers of all and any   statutory moral rights relating to any copyright works which form part of the   Employment IPRs. The Company agrees to reimburse the Employee’s reasonable   expenses of complying with this clause 15.7.
    
	
 
    	
 
    	
 
    
	
15.8
    	
 
    	
The Employee   agrees to give all necessary assistance to the Company to enable it to   enforce its Intellectual Property Rights against third parties, to defend   claims for infringement of third party Intellectual Property Rights and to   apply for registration of Intellectual Property Rights, where appropriate   throughout the world, and for the full term of those rights.
    
	
 
    	
 
    	
 
    
	
15.9
    	
 
    	
The Employee   hereby irrevocably appoints the Company to be his attorney to execute and do   any such instrument or thing and generally to use his name for the purpose of
    


 

12











 

	
 
    	
 
    	
giving the Company or its nominee the benefit of this clause 155. The   Employee acknowledges in favour of a third party that a certificate in   writing signed by any Director or the Secretary of the Company that any   instrument or act falls within the authority conferred by this clause 15   shall be conclusive evidence that such is the case.
    
	
 
    	
 
    	
 
    
	
15.10
    	
 
    	
The Employee   shall be eligible to participate in any intellectual property incentive   programs developed by the Company.
    
	
 
    	
 
    	
 
    
	
16
    	
 
    	
Termination
    
	
 
    	
 
    	
 
    
	
16.1
    	
 
    	
Notwithstanding   clause 2.12, the Company may, in its sole and absolute discretion, terminate   the Appointment at any time and with immediate effect by paying a sum in lieu   of notice (Payment in Lieu) equal to the basic salary (as at the date of   termination) which the Employee would have been entitled to receive under   this agreement during the notice period referred to at clause 2.12 (or, if   notice has already been given, during the remainder of the notice period)   less income tax and National Insurance contributions. For the avoidance of   doubt, the Payment in Lieu shall not include any element in relation to:
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
16.1.1
    	
any bonus or   commission payments that might otherwise have been due during the period for   which the Payment in Lieu is made;
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
16.1.2
    	
any payment in   respect of benefits which the Employee would have been entitled to receive   during the period for which the Payment in Lieu is made, but specifically   excluding private healthcare insurance, life insurance, and car allowance.   The 6 month total value of these benefits shall be included in any Payment in   Lieu; and
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
16.1.3
    	
any payment in   respect of any holiday entitlement that would have accrued during the period   for which the Payment in Lieu is made.
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
16.1.4
    	
The Company may   pay any sums due under clause 16.1 in equal monthly instalments until the   date on which the notice period referred to at clause 2.12 would have expired   if notice had been given.
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
16.1.5
    	
The Employee   shall have no right to receive a Payment in Lieu unless the Company has   exercised its discretion in clause 16.1. Nothing in this clause 16 shall   prevent the Company from terminating the Appointment in breach.
    
	
 
    	
 
    	
 
    
	
16.2
    	
 
    	
The Company may also terminate the   Appointment with immediate effect without notice and with no liability to   make any further payment to the Employee (other than in respect of amounts   accrued due at the date of termination) if the Employee:
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
16.2.1
    	
is guilty of any   gross misconduct affecting the business of any Group Company; or
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
16.2.2
    	
commits any   serious or repeated breach or non-observance of any of the provisions of this   agreement or refuses or neglects to comply with any reasonable and lawful   directions of the Company; or
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
16.2.3
    	
is convicted of   any criminal offence (other than an offence under any road traffic   legislation in the United Kingdom or elsewhere for which a fine or   non-custodial penalty is imposed); or
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
16.2.4
    	
ceases to be   eligible to work in the United Kingdom; or
    


 

13











 

	
 
    	
 
    	
16.2.5
    	
is guilty of any   fraud or dishonesty or acts in any manner which in the opinion of the Company   brings or is likely to bring the Employee or any Group Company into disrepute   or is materially adverse to the interests of any Group Company; or
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
16.2.6
    	
is guilty of a   serious breach of any rules issued by the Company from time to time   regarding its electronic communications systems.
    
	
 
    	
 
    	
 
    	
 
    
	
16.3
    	
 
    	
The rights of   the Company under clause 16.2 are without prejudice to any other rights that   it might have at law to terminate the Appointment or to accept any breach of   this agreement by the Employee as having brought the agreement to an end. Any   delay by the Company in exercising its rights to terminate shall not   constitute a waiver thereof.
    
	
 
    	
 
    	
 
    
	
17
    	
 
    	
Garden   leave
    
	
 
    	
 
    	
 
    
	
17.1
    	
 
    	
Following   service of notice to terminate the Appointment by either party, or if the   Employee purports to terminate the Appointment in breach of contract, or, if   the Company so decides, at any time during the Appointment the Company may by   written notice require the Employee not to perform any services (or to   perform only specified services) for the Company or any Group Company until   the termination of the Appointment or a specified date.
    
	
 
    	
 
    	
 
    
	
17.2
    	
 
    	
During any   period of Garden Leave the Company shall be under no obligation to provide   any work to, or vest any powers in, the Employee, who shall have no right to   perform any services for the Company or any Group Company.
    
	
 
    	
 
    	
 
    
	
17.3
    	
 
    	
During any   period of Garden Leave the Employee shall:
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
17.3.1
    	
continue to receive his salary and all contractual benefits in the   usual way and subject to the terms of any benefit arrangement;
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
17.3.2
    	
remain an employee of the Company and bound by the terms of this   agreement;
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
17.3.3
    	
not, without the prior written consent of the Chief Technical   Officer, attend his place of work or any other premises of the Company or any   Group Company;
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
17.3.4
    	
not, without the prior written consent of the Chief Technical   Officer, contact or deal with (or attempt to contact or deal with) any   officer, employee, consultant, client, customer, supplier, agent,   distributor, shareholder, adviser or other business contact of the Company or   any Group Company; and
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
17.3.5
    	
(except during any periods taken as holiday in the usual way) ensure   that the Chief Technical Officer knows where he will be and how he can be   contacted during each working day and shall comply with any written requests   to contact a specified employee of the Company at specified intervals.
    
	
 
    	
 
    	
 
    
	
18
    	
 
    	
Obligations   upon termination
    
	
 
    	
 
    	
 
    
	
18.1
    	
 
    	
On termination   of the Appointment (howsoever arising) or, if earlier, at the start of a   period of Garden Leave following the service of notice or purported   termination of the Appointment by the Employee, the Employee shall:
    
					


 

14











 

	
 
    	
 
    	
18.1.1
    	
subject to   clause 18.2, immediately deliver to the Company all documents, books,   materials, records, correspondence, papers and information (on whatever media   and wherever located) relating to the business or affairs of any Group   Company their business contacts, any keys, credit card and any other property   of any Group Company, which is in his possession or under his control;
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
18.1.2
    	
irretrievably   delete any information relating to the business of any Group Company stored   on any magnetic or optical disk or memory and all matter derived from such   sources which is in his possession or under his control outside the Company’s   premises; and
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
18.1.3
    	
provide a signed   statement that he has complied fully with his obligations under this clause   18.1.
    
	
 
    	
 
    	
 
    	
 
    
	
18.2
    	
 
    	
Where the   Employee has been placed on Garden Leave he shall not be required by 18.1 to   return until the end of the Garden Leave period any property provided to him   as a contractual benefit for use during the Appointment.
    
	
 
    	
 
    	
 
    
	
18.3
    	
 
    	
The Employee   hereby irrevocably appoints the Company to be his attorney to execute and do   any such instrument or thing and generally to use his name for the purpose of   giving the Company or its nominee the full benefit of clause 18.1.1.
    
	
 
    	
 
    	
 
    
	
18.4
    	
 
    	
On termination   of the Appointment howsoever arising the Employee shall not be entitled to   any compensation for the loss of any rights or benefits under any share   option, bonus, long-term incentive plan or other profit sharing scheme   operated by any Group Company in which he may participate.
    
	
 
    	
 
    	
 
    
	
19
    	
 
    	
Post-termination   restrictions
    
	
 
    	
 
    	
 
    
	
19.1
    	
 
    	
In order to   protect the confidential information, trade secrets and business connections   of the Company and each Group Company to which he has access as a result of   the Appointment, the Employee covenants with the Company (for itself and as   trustee and agent for each Group Company) that he shall not:
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
19.1.1
    	
for 6 months   after Termination solicit or endeavour to entice away from the Company or any   Group Company the business or custom of a Restricted Customer with a view to   providing goods or services to that Restricted Customer in competition with   any Restricted Business; or
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
19.1.2
    	
for 6 months   after Termination in the course of any business concern which is in   competition with any Restricted Business, offer to employ or engage or   otherwise endeavour to entice away from the Company or any Group Company any   Restricted Person; or
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
19.1.3
    	
for 6 months   after Termination, be involved in any Capacity with any business concern   which is (or intends to be) in competition with any Restricted Business; or
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
19.1.4
    	
for 6 months   after Termination be involved with the provision of goods or services to (or   otherwise have any business dealings with) any Restricted Customer in the   course of any business concern which is in competition with any Restricted   Business; or
    
					


 

15











 

	
 
    	
 
    	
19.1.5
    	
at any time after Termination, represent himself as connected with   the Company or any Group Company in any Capacity.
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
19.1.6
    	
In the event the Employee leaves or quits his employment with the   Company, or is terminated for cause, the restricted period of time set forth   in 19.1.1 through 19.1.4 shall increase from 6 months to 12 twelve months.
    
	
 
    	
 
    	
 
    	
 
    
	
19.2
    	
 
    	
None of the restrictions in clause 19.1 shall prevent the Employee   from:
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
19.2.1
    	
holding an   investment by way of shares or other securities of not more than 5% of the   total issued share capital of any company, whether or not it is listed or   dealt in on a recognised stock exchange; or
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
19.2.2
    	
being engaged or   concerned in any business concern insofar as the Employee’s duties or work   shall relate solely to geographical areas where the business concern is not   in competition with any Restricted Business; or
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
19.2.3
    	
being engaged or   concerned in any business concern, provided that the Employee’s duties or   work shall relate solely to services or activities of a kind with which the   Employee was not concerned to a material extent in the 12 months prior to   Termination.
    
	
 
    	
 
    	
 
    	
 
    
	
19.3
    	
 
    	
The restrictions imposed on the Employee by this clause 19 apply to   him acting: 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
19.3.1
    	
directly or indirectly; and
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
19.3.2
    	
on his own behalf or on behalf of, or in conjunction with, any firm,   company or person.
    
	
 
    	
 
    	
 
    	
 
    
	
19.4
    	
 
    	
The periods for   which the restrictions in clause 19.1 apply shall be reduced by any period   that the Employee spends on Garden Leave immediately prior to Termination.
    
	
 
    	
 
    	
 
    
	
19.5
    	
 
    	
If the Employee   receives an offer to be involved in a business concern in any Capacity during   the Appointment, or prior to the expiry of the last of the covenants in this   clause 19, the Employee shall give the person making the offer a copy of this   clause 19 and shall tell the Company the identity of that person as soon as   possible after accepting the offer.
    
	
 
    	
 
    	
 
    
	
19.6
    	
 
    	
The Employee   acknowledges that he has been given the opportunity to seek independent legal   advice and has declined to do so.
    
	
 
    	
 
    	
 
    
	
19.7
    	
 
    	
Each of the   restrictions in this clause 19 is intended to be separate and severable. If   any of the restrictions shall be held to be void but would be valid if part   of their wording were deleted, such restriction shall apply with such   deletion as may be necessary to make it valid or effective.
    
	
 
    	
 
    	
 
    
	
19.8
    	
 
    	
The Employee   will, at the request and expense of the Company, enter into a separate   agreement with any Group Company in which he agrees to be bound by   restrictions corresponding to those restrictions in this clause 19 (or such   of those restrictions as may be appropriate) in relation to that Group   Company.
    


 

16











 

	
20
    	
 
    	
Disciplinary   and grievance procedures
    
	
 
    	
 
    	
 
    
	
20.1
    	
 
    	
The Employee is   subject to the Company’s disciplinary and grievance procedures, copies of   which are available from the Human Relations Manager. These procedures do not   form part of the Employee’s contract of employment.
    
	
 
    	
 
    	
 
    
	
20.2
    	
 
    	
If the Employee   wishes to appeal against a disciplinary decision he may apply in writing to   the Human Relations Manager in accordance with the Company’s disciplinary   procedure.
    
	
 
    	
 
    	
 
    
	
20.3
    	
 
    	
The Company may   at any time suspend the Employee during any period in which the Company is   carrying out a disciplinary investigation into any alleged acts or defaults   of the Employee. During any period of suspension the Employee shall continue   to receive his salary and contractual benefits.
    
	
 
    	
 
    	
 
    
	
20.4
    	
 
    	
If the Employee   wishes to raise a grievance, he may apply in writing to the Human Relations   Manager in accordance with the Company’s grievance procedure.
    
	
 
    	
 
    	
 
    
	
21
    	
 
    	
Pensions
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
Where there is a   stakeholder pension scheme to which the employer contributes
    
	
 
    	
 
    	
 
    
	
21.1
    	
 
    	
The Employee may   join the Company’s stakeholder pension scheme (Scheme) (or such other   registered pension scheme as may be set up by the Company to replace the   Scheme) subject to satisfying certain eligibility criteria and subject to the   rules of the Scheme as amended from time to time. Full details of the   Scheme are available from the Human Relations Manager.
    
	
 
    	
 
    	
 
    
	
21.2
    	
 
    	
If the Employee   joins the Scheme, the Company shall contribute an amount equal to 10.0% of   the Employee’s salary to the Scheme during each year of the Appointment. The   Company’s contributions to the Scheme shall be payable in equal monthly   instalments in arrears, and shall be subject to the rules of the Scheme   and the tax reliefs and exemptions available from HM Revenue &   Customs, as amended from time to time.
    
	
 
    	
 
    	
 
    
	
21.3
    	
 
    	
The Employee may   make contributions to the scheme of an amount up to the lower of 100% of the   Employee’s salary and the annual allowance set by HM Revenue &   Customs from time to time. Such contributions shall be payable in equal   monthly instalments in arrears and shall be made by way of deduction from the   Employee’s salary.
    
	
 
    	
 
    	
 
    
	
22
    	
 
    	
Data   protection
    
	
 
    	
 
    	
 
    
	
22.1
    	
 
    	
The Employee   confirms he has read and understood the Company’s data protection policy, a   copy of which is contained in the Staff Handbook. The Company may change its   data protection policy at any time and will notify employees in writing of   any changes.
    
	
 
    	
 
    	
 
    
	
22.2
    	
 
    	
The Employee   shall comply with the data protection policy when processing personal data in   the course of employment including personal data relating to any employee,   customer, client, supplier or agent of any Group Company.
    
	
 
    	
 
    	
 
    
	
22.3
    	
 
    	
The Employee   consents to any Group Company processing data relating to the Employee for   legal, personnel, administrative and management purposes and in particular to   the processing of any sensitive personal data (as defined in the Data   Protection Act 1998) relating to the Employee, including, as appropriate:
    


 

17











 

	
 
    	
 
    	
22.3.1
    	
information   about the Employee’s physical or mental health  or   condition in order to monitor sick leave and take decisions as to the   Employee’s fitness for work;
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
22.3.2
    	
the Employee’s   racial or ethnic origin or religious or similar information in order to   monitor compliance with equal opportunities legislation;
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
22.3.3
    	
information   relating to any criminal proceedings in which the Employee has been involved   for insurance purposes and in order to comply with legal requirements and   obligations to third parties; and
    
	
 
    	
 
    	
 
    	
 
    
	
22.4
    	
 
    	
The Company may   make such information available to any Group Company, those who provide   products or services to any Group Company (such as advisers and payroll   administrators), regulatory authorities, potential or future employers,   governmental or quasi-governmental organisations and potential purchasers of   the Company or the business in which the Employee works.
    
	
 
    	
 
    	
 
    
	
22.5
    	
 
    	
The Employee   consents to the transfer of such information to any Group Company and any   Group Company’s business contacts outside the European Economic Area in order   to further their business interests even where the country or territory in   question does not maintain adequate data protection standards.
    
	
 
    	
 
    	
 
    
	
23
    	
 
    	
Collective   agreement
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
There is no   collective agreement which directly affects the Appointment.
    
	
 
    	
 
    	
 
    
	
24
    	
 
    	
Reconstruction   and amalgamation
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
If the   Appointment is terminated at any time by reason of any reconstruction or   amalgamation of the Company or any Group Company, whether by winding up or   otherwise, and the Employee is offered employment with any concern or   undertaking involved in or resulting from such reconstruction or amalgamation   on terms which (considered in their entirety) are no less favourable to any   material extent than the terms of this agreement, the Employee shall have no   claim against the Company or any such undertaking arising out of or connected   with such termination.
    
	
 
    	
 
    	
 
    
	
25
    	
 
    	
Notices
    
	
 
    	
 
    	
 
    
	
25.1
    	
 
    	
Any notice given   under this agreement shall be in writing and signed by or on behalf of the   party giving it and shall be served by delivering it personally, or sending   it by pre-paid recorded delivery or registered post to the relevant party at   (in the case of the Company) its registered office for the time being and (in   the case of the Employee) his last known address, or by sending it by fax to   the fax number notified by the relevant party to the other party. Any such   notice shall be deemed to have been received:
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
25.1.1
    	
if delivered   personally, at the time of delivery;
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
25.1.2
    	
in the case of   pre-paid recorded delivery or registered post, 48 hours from the date of   posting; and
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
25.1.3
    	
in the case of   fax, at the time of transmission.
    
	
 
    	
 
    	
 
    
	
25.2
    	
 
    	
In proving such service it shall be sufficient to prove that the   envelope containing such notice was addressed to the address of the relevant   party and delivered either to that address or into the custody of the postal   authorities as a pre-paid recorded delivery or
    


 

18











 

	
 
    	
 
    	
registered post or that the notice was transmitted by fax to the fax   number of the relevant party).
    
	
 
    	
 
    	
 
    
	
26
    	
 
    	
Entire   agreement and previous contracts
    
	
 
    	
 
    	
 
    
	
26.1
    	
 
    	
Each party on behalf of itself (and in the case of the Company, as   agent for any Group Companies) acknowledges and agrees with the other party   (the Company acting on behalf of itself and as agent for each Group Company)   that:
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
26.1.1
    	
this agreement   constitutes the entire agreement and understanding between the Employee and   the Company and any Group Company and supersedes any previous agreement   between them relating to the Appointment (which shall be deemed to have been   terminated by mutual consent);
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
26.1.2
    	
in entering into   this agreement neither party nor any Group Company has relied on any   Pre-Contractual Statement; and
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
26.1.3
    	
the only remedy   available to each party for breach of this agreement shall be for breach of   contract under the terms of this agreement and no party shall have any right   of action against any other party in respect of any Pre- Contractual   Statement.
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
Nothing in this agreement shall, however, operate to limit or exclude   any liability for fraud.
    
	
 
    	
 
    	
 
    
	
27
    	
 
    	
Variation
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
No variation of   this agreement shall be valid unless it is in writing and signed by or on   behalf of each of the parties.
    
	
 
    	
 
    	
 
    
	
28
    	
 
    	
Counterparts
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
This agreement   may be executed in any number of counterparts, each of which, when executed,   shall be an original, and all the counterparts together shall constitute one   and the same instrument.
    
	
 
    	
 
    	
 
    
	
29
    	
 
    	
Third   party rights
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
The Contracts   (Rights of Third Parties) Act 1999 shall not apply to this agreement and no   person other than the Employee and the Company shall have any rights under   it. The terms of this agreement or any of them may be varied, amended or   modified or this agreement may be suspended, cancelled or terminated by   agreement in writing between the parties or this agreement may be rescinded   (in each case), without the consent of any third party.
    
	
 
    	
 
    	
 
    
	
30
    	
 
    	
Governing law and jurisdiction
    
	
 
    	
 
    	
 
    
	
30.1
    	
 
    	
This agreement   and any dispute or claim arising out of or in connection with it or its   subject matter or formation (including non-contractual disputes or claims)   shall be governed by and construed in accordance with English law.
    
	
 
    	
 
    	
 
    
	
30.2
    	
 
    	
The parties   irrevocably agree that the courts of England and Wales shall have exclusive   jurisdiction to settle any dispute or claim that arises out of or in   connection
    


 

19











 

	
 
    	
 
    	
with this agreement or its subject matter or formation (including   non-contractual disputes or claims).
    


 

This document has been executed as a deed and is delivered and takes effect on the date stated at the beginning of it.

 

	
Executed as a deed by Smith Electric
    	
 
    	
/s/ Robin Mackie
    
	
Vehicles Europe Limited acting by
    	
 
    	
Robin Mackie, Director
    
	
Robin Mackie, a director
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
Signed as a deed by Geoff Allison In the
    	
 
    	
/s/ Geoff Allison
    
	
presence of:
    	
 
    	
Geoff Allison
    
	
 
    	
 
    	
 
    
	
/s/ M. Atkinson
    	
 
    	
 
    
	
Signature of Witness
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
Maisie Atkinson
    	
 
    	
 
    
	
Print Name of Witness
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
Address of Witness
    	
 
    	
 
    
	
44 Lisle Road

South Shields

Tyne-Wear

NE34 6DQ
    	
 
    	
 
    


 

20