EX-10.1





 Exhibit 10.1






DATED: 1 May 2008 




ALLIED HEALTHCARE GROUP LIMITED




- and -




PAUL WESTON




 






EMPLOYMENT AGREEMENT




 






Allied Healthcare Group Executive Service Contracts) — March 2005




 









 








AGREEMENT dated 1 May 2008




BETWEEN





	(1)	 	ALLIED HEALTHCARE GROUP LIMITED whose registered office is at Stone Business Park, Brooms
Road, Stone, Staffordshire ST15 OTL (“the Company”)
and
	 
	 	 	Paul Weston (“the Executive”) of Oak House, Blymhill Common, Shropshire, TF11 8JP





Meaning of words used





	1.	 	In this Agreement the following expressions have the following meanings: -





	 	 	 
	“Board”

	 	the Board of Directors of the Company from time to
time and any other person or persons authorised by the
Board as its representative for the purposes of this
Agreement;
	 
	 	 
	“Commencement Date”

	 	1st May 2008
	 
	 	 
	“Group”

	 	the Company and any holding company for the time being
of the Company or any subsidiary for the time being of
the Company or of any such holding company (as defined
in Section 736 of the Companies Act 1985 as amended);
	 
	 	 
	“Group Company”

	 	any company in the Group.






Previous agreements





	2.	 	Save for reference to Company policies and procedures which do not form part of terms and
conditions of employment but will be used for guidance purposes, this Agreement contains the
entire and only agreement and will govern the relationship between the Company and the
Executive from the Commencement Date in substitution for all previous agreements and
arrangements (whether written, oral or implied) between the Company or any Group Company and
the Executive relating to the Executive’s services all of which will be deemed to have
terminated by consent with effect from the Commencement Date.





Allied Healthcare Group Executive Service Contracts) — March 2005




 









 









	3.	 	Title and notice
	 
	3.1	 	The Company will employ the Executive as Chief Financial Officer Designate from
1st May 2008 and as Chief Financial Officer from 1st January 2009 or
earlier as agreed on the terms and conditions of this Agreement from the Commencement Date
unless and until this Agreement is terminated by either party giving the other written notice
in accordance with Clause 3.2.
	 
	3.2	 	Either party shall give the other six (6) months written notice of their intention to
terminate this Agreement subject to any overriding notice requirements pursuant to Section 86
Employment Rights Act 1996. Any notice of termination given by the Executive to the Company in
excess of the required length shall take effect as notice of the required length commencing on
the date it was given.
	 
	3.3	 	The Company has the discretion to terminate the Executive’s employment immediately by paying
salary in lieu of notice (less any tax which the Company may be required to deduct) in the
event of a finding of Gross Misconduct pursuant to the Company’s Disciplinary Procedure.
	 
	3.4	 	The Company has the discretion to terminate the Executive’s employment immediately by paying
salary in lieu of the remainder of the notice period if at the Company’s request the Executive
has worked during part of any notice period provided by either the Company or the Employee.
	 
	3.5	 	Notwithstanding the provisions of Clause 3.1 the Executive’s employment will terminate
automatically on his 65th birthday unless otherwise agreed by the Company and Executive.
	 
	3.6	 	The Executive’s continuous employment with the Company for the purposes of the Employment
Rights Act 1996 commenced on 13 September 2004.
	 
	3.7	 	In the event of the Executive’s position being terminated due to acquisition or take over,
Allied Healthcare Group will remunerate the Executive the equivalent of 12 months salary in
lieu of notice.





Allied Healthcare Group Executive Service Contracts) — March 2005




 









 








Duties





	4.1	 	The Executive will carry out the duties and functions, exercise the powers and comply with
the instructions assigned or given to him from time to time by the Board. Except when
prevented by illness, accident or holiday, the Executive will devote all of his working time
to the affairs of the Company and where appropriate the Group and do his best to promote their
interests provided that the Board may at any time for any reason require the Executive to
cease performing and exercising all or any of his duties, functions or powers.
	 
	4.2	 	The Executive will if and so long as he is so required by the Company carry out duties for
and/or act as officer or employee of any other Group Company.





Place of work





	5.	 	The Executive will perform his duties principally at the Head Office location of the Company
or any other place of business of the Company or of any Group Company as the Company requires
and it is a condition of the Executive’s employment that he complies with any such
requirement, subject to reasonable requirements for daily travel. The Executive will not be
required to go to or reside anywhere outside the United Kingdom except for occasional visits
in the ordinary course of his duties.





Hours of work





	6.	 	The Company’s normal hours of work are 371/2 hours per week Monday to Friday but the Executive
will be required to work additional hours without additional remuneration in order to meet the
requirements of the business and for the proper performance of his duties.





Remuneration





	7.1	 	Effective 1st May 2008 the Company will pay the Executive an annual salary of
£155,000 (or any higher rate notified to him by the Board). Salary will accrue from day to
day and be payable in arrears by equal monthly instalments on or around the 28th of
each month.





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	7.2	 	At the discretion of the Board the Company may from time to time make additional payments
to the Executive in the form of bonuses. Any payments will be determined in accordance
with such formula as may be agreed from time to time between the Executive and the Company
linked to the budgeted levels of gross profit and/or performance targets or criteria. The
bonus is a discretionary payment and will only be payable subject to the individual’s
terms and conditions of the relevant bonus scheme being satisfied. Participation in any
bonus scheme for any year does not confer on the Executive any right to the continuation
of any bonus scheme or to participation in any bonus scheme which may be operated in
following years.
	 
	7.3	 	The Executive may be invited to participate from time to time at the discretion of the Board
in such Share Option Scheme as the Company or any Group Company may implement during the
period of his employment. If the Executive does participate, his participation will be in
accordance with the rules from time to time of the Share Option Scheme. If the Executive’s
employment terminates for any reason and his options, rights or expectations under the Share
Option Scheme lapse or are otherwise lost or altered pursuant to the rules, the Executive will
not be entitled to any sum or other benefits to compensate him in respect of any loss he may
suffer as a result whether by way of damages for wrongful dismissal or breach of contract,
compensation for unfair dismissal or otherwise as these Share Option rights do not form part
of terms and conditions of employment.





Expenses





	8.	 	The Executive will be reimbursed for all out of pocket expenses and business mileage
reasonably and properly incurred by him in the performance of his duties on hotel, travelling,
entertainment and other similar items subject to production of satisfactory evidence of
expenditure and in accordance with the Company’s Expenses Policy.





Car allowance





	9.	 	The Company will provide the Executive with a car allowance. The amount currently is £750.00
per calendar month.





Allied Healthcare Group Executive Service Contracts) — March 2005




 









 








Pension and other benefits





	10.1	 	The Company will pay contributions under personal pension arrangements
made by him and acceptable to the Company at the rate of 15% of the Executive’s base
salary. There is no contracting out certificate in force in respect of the Executive’s
employment
	 
	10.2	 	During his employment the Executive will be entitled to participate for the
benefit of himself and his family and at the Company’s expense in the
Company’s scheme relating to private medical expenses insurance subject to
the rules of the said scheme from time to time and to the Executive continuing
to be eligible to participate in or benefit from the scheme.
	 
	10.3	 	The Executive will be entitled to death in service at the rate of four (4) times basic
salary. The Executive will also be entitled to Critical Illness benefits.





Holidays





	11.1	 	In addition to normal public holidays the Executive will be entitled to 25 working days’ paid
holiday in each calendar year, such holiday to be taken at such time or times as may be
approved by the Board.
	 
	11.2	 	Any holiday entitlement, which is not taken by the end of the calendar year to which it
relates, will be lost and may not be carried forward. This clause applies irrespective of
whether holiday entitlement cannot be taken within the holiday year due to illness, maternity,
suspension or any other reason.
	 
	11.3	 	The Executive’s entitlement to paid holiday in the calendar year in which his employment
terminates will be 2.08 days for each completed calendar month in that year rounded up to the
nearest half day. If the Executive terminates his employment without the Company’s consent
before the expiry of notice given by him pursuant to Clause 3.1 or without giving notice or if
the Company terminates the Executive’s employment pursuant to Clause 16, then the Executive
will only be entitled to the balance of Statutory Minimum Annual Leave.
	 
	11.4	 	Where the Executive has taken more or less than his holiday entitlement in the year his
employment terminates, a proportionate adjustment will be made by way of addition to or
deduction from (as appropriate) his final gross pay calculated at the rate of 1/260th of
annual remuneration for each day’s holiday.





Allied Healthcare Group Executive Service Contracts) — March 2005




 









 








Outside interests





	12.	 	The Executive will not during his employment (except with the Board’s written permission)
whether alone or on behalf of or in association with any other person be directly or
indirectly engaged, concerned or interested in any capacity in any trade, business or
occupation other than the business of the Company or any Group Company provided the Executive
will not be precluded from being interested for investment purposes only as a beneficial owner
of any shares representing up to 5 per cent of the total issued share capital in any company
whose shares are listed or dealt in on any recognised investment exchange (within the meaning
of section 207 of the Financial Services Act 1986).





Confidentiality





	13.	 	The Executive will not either during his employment or at any time following termination for
any reason and in any manner use or divulge to any person, company or other organisation
(except to officials of any Group Company who are entitled to know) any trade secret or
confidential information or information constituting a trade secret acquired or discovered by
him in the course of his employment with the Company relating to the private affairs or
business of the Company or any Group Company or their suppliers, customers, management or
shareholders. This restriction does not apply to any information which is or becomes in the
public domain otherwise than through the Executive’s unauthorised disclosure.





Incapacity





	14.1	 	If the Executive is absent from his duties as a result of illness or injury he will notify
the Company as soon as possible and complete any self-certification forms required by the
Company. If the incapacity continues for a period of 7 days or more he will produce to the
Company medical certificates for the duration of the absence.
	 
	14.2	 	Subject as follows and provided he complies with the Company’s notification and certification
procedures if the Executive is absent from his duties as a result of illness or injury he will
be entitled to receive his full salary for a maximum period (in total) 4 weeks in any period
of 12 months, followed by Statutory Sick Pay in accordance with appropriate legislation.





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	14.3	 	The remuneration paid under Clause 14.2 will include any Statutory Sick Pay payable and
when this is exhausted will be reduced by Social Security Sickness Benefit or other
benefits recoverable by the Executive (whether or not recovered). For the avoidance of
doubt the Executive’s right to receive sick pay from the Company pursuant to Clause 14.2
will not prejudice or limit in any way the Company’s right to terminate the Executive’s
employment pursuant to this Agreement.
	 
	14.4	 	Whether or not the Executive is absent by reason of sickness, injury or other incapacity he
will at the request of the Board agree to have a medical examination by a doctor appointed and
paid for by the Company and subject to the provisions of the Access to Medical Reports Act
1988, the Executive authorises the Board to have unconditional access to any report or reports
(including copies) produced as a result of any examination from time to time required by the
Board.





Paternity Rights





	15.	 	The Executive will be entitled to statutory paternity rights in accordance with legislation
in force from time to time.





Restrictive Covenants





	16.1	 	For a period of 6 months from the date on which the Executive’s employment under this
Agreement terminates the Executive will not directly or indirectly whether alone or in
conjunction with or on behalf of any other person and whether as a principal, shareholder,
director, employee, agent, consultant, partner or otherwise





Allied Healthcare Group Executive Service Contracts) — March 2005




 









 









	 	16.1.1	 	be engaged, concerned or interested in, or provide technical, commercial or
professional advice to, any other business which in competition with the Company
or any Group Company for which the Executive has performed services or had
operational or management responsibilities supplies products or services which
are of the same kind as or of a materially similar kind to or competitive with
any products or services sold or supplied by the Company or any Group Company
during the period of 12 months immediately before the termination of the
Executive’s employment and with which sale or supply the Executive was directly
concerned or connected or of which he had personal knowledge or in respect of
which he had acquired or had access to confidential information
	 
	 	16.1.2	 	so as to compete with the Company or any Group Company for which the Executive has
performed services or had operational or management responsibilities canvass, solicit
or approach or deal or contact with any person, firm, company or organisation who or
which at any time during the period of 12 months immediately before the termination
of the Executive’s employment is or was a client or customer of the Company or any
such Group Company or negotiating with the Company or any such Group Company and with
whom or which the Executive was directly concerned or connected or of whom or which
the Executive had personal knowledge for the sale or supply of products or services
which are of the same kind as or of a materially similar kind to or competitive with
any products or services sold or supplied by the Company or any Group Company during
the period of 12 months immediately before the termination of the Executive’s
employment and with which sale or supply the Executive was directly concerned or
connected or of which he had personal knowledge or in respect of which he had
acquired or had access to confidential information.





Allied Healthcare Group Executive Service Contracts) — March 2005




 









 









	 	16.1.3	 	solicit, induce or entice away from the Company or any Group Company or, in
connection with any business in or proposing to be in competition with the
Company or any Group Company, employ, engage or appoint or in any way cause to be
employed, engaged or appointed any person who was an employee, agent, director,
consultant or independent contractor employed, appointed or engaged by the
Company or any Group Company at any time within the period of 12 months
immediately before the termination of the Executive’s Employment who by reason of
such employment, appointment or engagement and in particular their seniority and
expertise or knowledge of trade secrets or confidential information of the
Company or any Group Company or knowledge of or influence over the clients,
customers or suppliers of the Company or any Group Company is likely to be able
to assist or benefit a business in or proposing to be in competition with the
Company or any Group Company whether or not such person would commit any breach
of their contract of employment or engagement by leaving the service of the
Company or any Group Company;






	16.2	 	Whilst the restrictions in this Clause 16 are regarded by the parties as fair and reasonable
it is hereby declared that each of the restrictions is intended to be separate and severable.
If any restriction is held to be unreasonably wide but would be valid if part of the wording
were deleted, such restriction will apply with so much of the wording deleted as may be
necessary to make it valid.
	 
	16.3	 	If the Executive applies for or is offered a new employment, appointment or engagement the
Executive will before entering into any related contract bring the terms of this Clause 16 to
the attention of the third party proposing to employ, appoint or engage him.
	 
	16.4	 	The provisions of this clause 16 shall not apply if the Executive is dismissed by the Company
by reason of redundancy or where the Company at its absolute discretion waives its right to
rely on the restrictions set out herein.





Allied Healthcare Group Executive Service Contracts) — March 2005




 









 








Termination





	17.1	 	The Company may terminate the Executive’s employment immediately by summary notice in writing
if he:-






	 	17.1.1	 	commits, repeats or continues any serious breach of this Agreement; or
	 
	 	17.1.2	 	is guilty of serious misconduct or gross incompetence as defined in the Company’s
Disciplinary policy and procedure; or
	 
	 	17.1.3	 	adversely prejudices or does or fails to do anything which in the reasonable
opinion of the Board is likely to prejudice adversely the interests or reputation of
the Company or any Group Company; or
	 
	 	17.1.4	 	is convicted of any criminal offence (other than an offence which does not in the
reasonable opinion of the Board affect his employment); or
	 
	 	17.1.5	 	becomes bankrupt or enters into or makes any arrangement or composition with or for
the benefit of his creditors generally; or
	 
	 	17.1.6	 	becomes of unsound mind; or
	 
	 	17.1.7	 	is banned from driving and as a result is unable to perform his duties under this
Agreement.
	 
	 	17.1.8	 	subject to the provisions of the Disability Discrimination Act 1996 and the ACAS
Code of Practice on long term illness, becomes incapacitated by illness, injury or
otherwise from performing his duties for a period exceeding (in total) 26 weeks in
any period of 12 months.






	17.2	 	After notice of termination has been given by either party under Clause 3.1 or if the
Executive seeks or indicates an intention to resign from his employment without notice,
provided that the Executive continues to be paid and to enjoy his full contractual benefits
until his employment terminates in accordance with the terms of this Agreement, the Board has
absolute discretion for all or part of the notice period under Clause 3.1 to exclude the
Executive from the premises of the Company and/or require his to carry out specified duties
for the Company other than those referred to in Clause 4 or to carry out no duties and/or to
instruct his not to communicate with suppliers, customers, employees, agents or
representatives of the Company or any Group Company until his employment has terminated.
	 
	17.3	 	On commencement of any period of exclusion pursuant to Clause 17.2 the Executive will deliver
up to the Company in accordance with Clause 19 all property belonging to the Company or any
Group Company. During any such exclusion period Statutory Minimum Annual Leave entitlement
will accrue. Any untaken annual





Allied Healthcare Group Executive Service Contracts) — March 2005




 









 









leave entitlement accrued up to the beginning of the exclusion period should be taken
during that period. The Executive will agree annual leave days in advance with the Board.



Deductions





	18.	 	The Executive authorises the Company to deduct from his remuneration on termination of
employment (including salary, pay in lieu of notice, commission, bonus, holiday pay and sick
pay) all debts owed by him to the Company or any Group Company.





Documents and Company Property





	19.	 	On termination of his employment for any reason (or earlier if requested) the Executive will
immediately deliver up to the Company originals and copies of all documents, accounts,
computer disks and printouts and all other property in his possession or control which belong
or relate in any way to the business of the Company or any Group Company.





Disciplinary and grievance procedures





	20.	 	The Company has a disciplinary procedure, which is available from the Company Secretary. If
the Executive has a grievance in relation to his employment or is dissatisfied with a
disciplinary decision against him he may apply in writing to the Board pursuant to the
Company’s Grievance procedure. The Board’s decision in relation to the Executive’s grievance
shall be final.





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Notices





	21.	 	Notices to be given under this Agreement by the Executive to the Company should be left at
its registered office or sent by first class post and notices given by the Company to the
Executive should be handed to him personally or sent by first class post or sent by facsimile
transmission addressed to his usual or last known place of residence.





Law and jurisdiction





	22.	 	This Agreement will be governed by and interpreted in accordance with the law of England and
Wales. The parties submit to the exclusive jurisdiction of the English Courts in relation to
any claim, dispute or matter arising out of or relating to this Agreement.




THIS AGREEMENT (including the Statutory Statement of Initial Employment Particulars pursuant to
Section 1 Employment Rights Act 1996) has been signed on behalf of the Company on the date set out
at the beginning.




	 	 	 	 	 	 	 
	SIGNED by

	 	 	)	 	 	 
	for and on behalf of

	 	 	)	 	 	/s/ Sandy Young
	THE COMPANY

	 	 	)	 	 	Chief Executive Officer
	 
	 	 	 	 	 	 
	SIGNED by THE EXECUTIVE

	 	 	)	 	 	/s/ Paul Weston
	 

	 	 	 	 	 	Paul Weston






Dated 1 May 2008




Allied Healthcare Group Executive Service Contracts) — March 2005