ex10_9.htm


     

    
      Director’s
Service Agreement

      


      THIS
AGREEMENT is made on February 1, 2008

      


      BETWEEN:

      


      Exotacar
Inc. whose registered office is situate at 770 E. Warm Springs Road, Suite 250,
Las Vegas NV 89119 (the “Company”); and

      


      Rene
Ronald Soullier of 1001 Bayhill Drive Suite 200, San Bruno CA 94066 (“the
Executive”)

      


      IT IS
AGREED as follows:

      


      
        	
                1  

              	
                Definitions
      and Interpretation

              


      

      


      In this
Agreement including the Schedules, the following expressions shall have the
following meanings:

      


      1.1           “Board” means the board of
directors of the Company from time to

      time;

      “Disciplinary Procedure” means the procedure
set out at Schedule 1 to this Agreement;

      “Effective Date” means March 1,
2008;

      “Employment” means the
employment of the Executive by the Company pursuant to this
Agreement;

      “Intellectual Property” includes letters
patent, trade marks whether registered or unregistered, registered or
unregistered designs, utility models, copyrights including design copyrights,
applications for any of the foregoing, and the right to apply for them in any
part of the world, discoveries, creations, inventions or improvements upon or
additions to an invention;

      “normal business hours” means 9.00am to 5.00pm
Monday to Friday inclusive;

      “Termination Date” means the date on which
the Employment terminates;

      


      1.2           Unless
the context otherwise requires words importing one gender include all other
genders and words importing the singular include the plural and vice
versa;

      


      1.3           Any
reference to a statutory provision shall be deemed to include a reference to any
statutory modification or re-enactment of it;

      


      1.4 The
clause headings do not form part of this Agreement and shall not be taken into
account in its construction or interpretation;

      


      1.5 Any
reference to the Executive shall if appropriate include his personal
representatives;

      


      1.6           References
in this Agreement to any clause, sub-clause, schedule or  paragraph
without further designation shall be construed as references to the clause,
sub-clause, schedule or paragraph so numbered;

      


      2           Period
of Employment

      The
Employment shall commence on the Effective Date and be for one year and renew
automatically for one year at a time unless prior notice of no less than six
months is given by one party to the other party. The Employment shall in any
event automatically terminate without notice and without any sum payable by the
Company whether by way of compensation or otherwise upon that event, upon the
Executive’s sixtieth birthday.

      


      3           Duties

      3.1           The
Company shall employ the Executive as Chief Executive Officer and
Director.

      


      3.2           The
Executive shall exercise the powers and functions and perform the duties
assigned to him from time to time by or under the authority of the Board in such
manner as shall be specified by or under the authority of the Board. He shall
report to the Board or such other person or persons as the Board may from time
to time direct, as and when required.

      


      3.3           The
Executive shall not at any time during the continuance of the Employment
directly or indirectly and whether on his behalf or on behalf of any third party
entice or encourage or seek to entice or encourage any other employee of the
Company to leave their employment.

      


      3.4           The
Executive shall at all times during the Employment:

      


      
        	
                (a)  

              	
                Devote
      the whole of his time and attention and abilities to the performance of
      his duties and to the business and affairs of the Company during normal
      business hours and at such other times as the Company or his duties may
      reasonably require and the Executive shall not be entitled to receive any
      additional remuneration for work done outside normal business
      hours.

              


      

      
        	
                (b)  

              	
                Use
      his best endeavours to promote and protect the interests of the Company
      and shall faithfully and diligently perform such duties and exercise such
      powers as may from time to time may be assigned to or vested in him and
      shall not do anything that is harmful to the
  Company.

              


      

      
        	
                (c)  

              	
                Promptly
      disclose to the Board any of the following information which comes into
      his possession: the plans of any employee to leave the Company (whether
      alone or in concert with other employees), the plans of any employee
      (whether alone or in concert with other employees) to join a competitor or
      to establish a business in competition with the Company, any steps taken
      by any employee to implement either of such plans, the misuse by any
      employee of any confidential information belonging to the Company. This
      clause shall not oblige the Executive to disclose information pertaining
      to his own activities but the Executive shall be obliged to make
      disclosure under this clause notwithstanding that to do so would involve
      disclosure of information pertaining to the Executive’s own activities,
      including breaches by him of this
Agreement.

              


      

      


      4           Place
of Employment

      


      4.1           The
Executive’s normal place of employment shall initially be at the offices of the
Company at 1001 Bayhill Drive, 2nd Floor, Suite 200, San Bruno CA 94066 but the
Company reserves the right to require the Executive to change his normal place
of work to such other premises of the Company within or outside the United
States as the Company may from time to time require.

      


      4.2           The
Executive may in the performance of his duties be required to travel to such
places whether in or outside the United States by such means and on such
occasions as the Company may from time to time require.

      


      5           Remuneration
and Benefits

      5.1           The
Executive shall be paid a basic salary (inclusive of any money received as a
director of the Company or otherwise arising from any office held by the
Executive by virtue of the Employment) at the rate of US$ 36.000 per annum which
shall accrue from day to day and shall be payable by 12 equal monthly
installments in arrears on the last working day of each month.

      


      5.2           The
basic salary referred to at sub-clause 5.1 above shall be reviewed by the Board
or such committee as appointed by the Board from time to time with effect from
January 31, 2009 and thereafter not less than once in each calendar year. Such
review will be subject to the performance of the Company and the Executive and
may at the absolute discretion of the Board or such committee as appointed by
the Board result in an increase in basic salary. The Executive’s basic salary
following the review shall not be less than that payable immediately before each
such review.

      


      5.3           The
Executive shall be entitled to participate in the Company’s discretionary bonus
scheme applicable from time to time to senior managers. The Company reserves the
right in its absolute discretion to vary the terms and/or the level of bonus
payable under any bonus scheme from time to time in force. The Executive has no
right to a bonus or a proportion of the bonus if no longer employed by the
Company or if working out a period of notice on the date that the bonus payments
are made. A bonus scheme will be decided by the Board no later than December 31,
2008

      


      5.4           The
Executive shall during the continuation of the Employment receive the following
benefits;

      


      
        	
                (a)  

              	
                the
      Executive shall be entitled to participate in such medical expenses scheme
      as the Company may make available from time to time provided the Executive
      meet the normal underwriting requirements of that scheme and are accepted
      at normal rates of premium (as determined by the
  Board);

              


      

      
        	
                (b)  

              	
                the
      Executive shall be entitled to the benefit of such life insurance cover as
      the Company may make available from time to time of a sum insured equal to
      four times the Executive’s basic salary as referred to in sub-clause 5.1
      above provided the Executive meets the normal underwriting requirements of
      the scheme and is accepted at normal rates of premium (as determined by
      the Board);

              


      

      


      6           Pension
Scheme

      The
Executive is eligible for membership of any such occupational pension scheme as
the Company may make available from time to time. The Company shall contribute,
in equal monthly installments an amount equal to 10% of the Executive’s basic
salary as referred to in sub-clause 5.1 above during each year of the Employment
to any personal pension scheme established for the benefit of the
Executive.

      


      7           Company
Car

      The
Company will supply the Executive with a car deemed by the Company to be
suitable for the performance of his duties under this Agreement in respect of
which the Company will pay all running costs including insurance and
maintenance. The Executive shall take good care of the car and ensure that the
provisions and conditions of any Company car policy and of any insurance policy
relating to it are observed and shall return the car and its keys to the Company
at its registered office (or any other place the Company may reasonably
nominate) immediately upon the termination of the Employment howsoever
arising.

      


      8           Expenses

      The
Executive shall be reimbursed all reasonable hotel, travelling, entertainment
and other expenses properly incurred by him in the course of the Employment in
accordance with the Company’s regulations from time to time. If required by the
Board, the Executive shall produce receipts for such expenses acceptable to the
Company. Any credit card supplied to the Executive by the Company shall be used
only for expenses incurred by him in the course of the Employment. The Executive
shall abide by the Company’s policies on expenses as communicated to him from
time to time.

      


      9           Holiday

      9.1           The
Company’s holiday year runs from July 1 to June 30 and the Executive shall in
addition to the usual public holidays be entitled to 20 working days paid
holiday in each holiday year to be taken at time or times to be approved by the
Directors. The time at which annual holidays may be taken is at the discretion
of the Company, but not more than two calendar weeks may be taken at any one
time. Where the Executive commences or leaves the Employment part way through
the holiday year his holiday entitlement during that year will be calculated on
a pro rata basis.

      


      9.2 The
Executive may not without the consent of the Board carry forward any unused part
of his holiday entitlement to a subsequent holiday year.

      


      9.3           If
at the Termination Date the Executive has taken a greater amount of

      holiday
than that accrued under sub-clause 9.1 above, he hereby agrees that the Company
may deduct the unearned holiday pay from any basic salary or other sums payable
by the Company to the Executive. Alternatively, the Executive will be entitled
at the Termination Date to receive payment for any holiday accrued but not
taken.

      


      10           Sickness
or injury

      10.1 When
absent from work due to sickness, incapacity or any other reason, the Executive
must inform the Board of Directors of the cause(s) of his absence as soon as
possible but no later than the end of the working day on which the absence first
occurred. A self- certification form must be completed to cover the first seven
days of absence. A doctors medical certificate must be provided on the eight
consecutive day of absence due to sickness, injury, or other incapacity and
thereafter a like certificate must be provided each week to cover any subsequent
period of absence.

      


      10.2 The
Company has the right to require the Executive at any stage of absence to
produce a medical certificate and/or to undergo a medical examination at the
Company’s expense.

      


      10.3 The
Company may at its absolute discretion pay the Executive his basic salary and
provide the other benefits under this Agreement during periods of absence from
work caused by illness, incapacity, injury or accidents for a maximum of a total
aggregate period of 60 working days (i.e. Monday to Friday) in any period of 12
consecutive calendar months. Save as aforesaid, the Company will not pay salary
whilst the Executive is absent from work save in exceptional
circumstances.

      


      10.4 Any
remuneration paid under sub-clause 10.3 above shall be deemed to be inclusive of
statutory sick pay and the Company shall be entitled to deduct from any such
remuneration the amount (if any) which the Executive is entitled to claim in
consequence of his illness or incapacity by way of state sickness related
benefits or by way of income from any health insurance scheme operated by the
Company for the benefit of the Executive whether or not a claim is
made.

      


      11           Disclosure
of Outside Interests

      Except as
a representative of the Company or with the prior written approval of the Board
the Executive shall not during the Employment directly or indirectly, paid or
unpaid, be engaged, concerned or interested in any capacity in any other
business, trade, profession or occupation (or the setting up of any business,
trade, profession or occupation) or be or become an employee agent, partner or
director of any other company or firm or assist or have any financial interest
in any other business or profession other than that of the Company (save as a
holder of not more than five per cent. of the issued shares or securities of a
company which are listed or dealt in on any recognized stock exchange or market)
and shall disclose to the Board any like matters relating to his spouse, their
children, or their parents. For this purpose “occupation” shall include any
public, private or charitable work which the Board considers may hinder or
interfere with the performance of the Executive’s duties.

      


      12           Confidential
Information and Trade Secrets

      12.1 The
Executive shall not make use of, divulge or communicate to any person (save in
the proper performance of his duties under this Agreement) any of the trade
secrets or other confidential information of or relating to the Company which he
may have received or obtained as a result of or in any way in connection with
his employment by the Company. This restriction shall continue to apply after
the termination of the Employment without limitation in point of time but shall
cease to apply to information ordered to be disclosed by a Court of competent
jurisdiction or otherwise required to be disclosed by law.

      


      12.2 For
the purposes of this Agreement confidential information shall include but shall
not be limited to:

      
        	
                (a)  

              	
                research
      and developments;

              


      

      
        	
                (b)  

              	
                customers
      and details of their particular
requirements;

              


      

      
        	
                (c)  

              	
                suppliers
      and their production and delivery
capabilities;

              


      

      
        	
                (d)  

              	
                methods
      of treatment, processing, manufacture or production, process and
      production controls including quality
controls;

              


      

      
        	
                (e)  

              	
                costings,
      profit margins, discounts, rebates and other financial
      information

              


      

      
        	
                (f)  

              	
                marketing
      strategies and tactics;

              


      

      
        	
                (g)  

              	
                current
      activities and current and future plans relating to all or any of
      development, production or sales including the timing of all or any such
      matters;

              


      

      
        	
                (h)  

              	
                the
      development of new products;

              


      

      
        	
                (i)  

              	
                production
      or design secrets;

              


      

      
        	
                (j)  

              	
                technical
      design or specifications of the Company’s
      products;

              


      

      
        	
                (k)  

              	
                pricing,
      credit policies, credit procedures, payment policies, payment procedures
      and systems for the same whether of the Company or of any client, customer
      or supplier of the Company.

              


      

      


      13           Intellectual
Property

      13.1 The
parties foresee that the Executive may make, discover or create Intellectual
Property in the course of his duties under this Agreement and agree that in this
respect the Executive has a special obligation to further the interests of the
Company.

      


      13.2
Subject to the provisions of the US Patents Act 2005 and the US Copyright Act
2005, if at any time during the Employment the Executive makes or discovers or
participates in the making or discovery of any Intellectual Property relating to
or capable of being used in the business for the time being carried on by the
Company full details of the Intellectual Property shall immediately be
communicated by him to the Company and shall be the absolute property of the
Company. At the request and expense of the Company the Executive shall give and
supply all such information, data, drawings and assistance as may be requisite
to enable the Company to exploit the Intellectual Property to the best advantage
and shall execute all documents and do all things which may be necessary or
desirable for obtaining patent or other protection for the Intellectual Property
in such parts of the world as may be specified by the Company and for vesting
the same in the Company or as it may direct.

      


      13.3 The
Executive irrevocably appoints the Company to be his attorney in his name and on
his behalf to sign, execute or do any such instrument or thing and generally to
use his name for the purpose of giving to the Company (or its nominee) the full
benefit of the provisions of this clause 13 and in favour of any third party a
certificate in writing signed by any director or secretary of the Company that
any instrument or act falls within the authority conferred by this clause 13
shall be conclusive evidence that such is the case.

      


      13.4 If
the Intellectual Property is not the property of the Company, the Company shall
subject to the provisions of the US Patents Act 2005 have the right to acquire
for itself or its nominee the Executive’s rights in the Intellectual Property
within three months after disclosure pursuant to sub-clause 13.2 above on fair
and reasonable terms to be agreed by the parties or in the absence of agreement,
to be settled by a single arbitrator to be appointed with the agreement of the
parties.

      


      13.5
Rights and obligations under this clause 13 shall continue in force after the
termination of this Agreement howsoever caused in respect of Intellectual
Property made during the Employment and shall be binding upon the Executive and
his representatives.

      


      14           Suspension

      14.1 The
Company may at any time by written notice suspend the Executive for the purpose
of investigating any allegation of misconduct or breach by him of this
Agreement. The period of such suspension shall not normally exceed one month and
whilst suspended the Executive shall continue to be entitled to his basic salary
and all other contractual benefits. During any period of suspension pursuant to
this clause the Executive; (a) shall not, except with the prior written consent
of the Board of attend at any premises of the Company, conduct any business on
behalf of the Company or contact any employee or customer of the Company; and
(b) shall ensure that the Board has a postal address at which the Executive is
residing and at which he can be contacted and shall, in any event contact the
Board by telephone at intervals of not more than three working days on such
telephone number and at such times as he shall be informed at the commencement
of his suspension.

      


      14.2 In
the event of suspension and/or exclusion pursuant to sub-clause 14.1 the Company
may require the Executive to resign any directorship held by him in the Company
or from any other office held by him and to return to the Company all property
belonging to the Company in his possession, custody, power or
control.

      


      15           Termination

      15.1
Notwithstanding the provisions of clause 2 above, the Company may terminate the
Employment forthwith by written notice (but without prejudice to the rights and
remedies of the Company for any breach of this Agreement and to the Executive’s
continuing obligations under this Agreement) if:

      


      
        	
                (a)  

              	
                the
      Executive shall commit any repeated or serious breach of his obligations
      to the Company;

              


      

      
        	
                (b)  

              	
                the
      Executive is convicted of any criminal offence (other than a traffic
      offence for which imprisonment is not a sanction) or been guilty of any
      dishonesty or serious misconduct in each case whether during the
      performance of his duties or otherwise which in the opinion of the Board
      renders the Executive unfit to continue as an executive of the Company or
      which would be likely adversely to prejudice the reputation or interests
      of the Company;

              


      

      
        	
                (c)  

              	
                the
      Executive shall petition for a bankruptcy order or have a bankruptcy order
      made against him or take the benefit of any legislation for the relief of
      insolvent debtors or make any composition with his creditors or shall
      become prohibited by law from being a director or taking part in the
      management of the Company;

              


      

      
        	
                (d)  

              	
                the
      Executive fails or ceases to meet the requirements of any regulatory body
      whose consent is required to enable the Executive to undertake all or any
      of his duties under the Employment;

              


      

      
        	
                (e)  

              	
                and
      without prejudice to the generality of the terms of this clause 15, the
      Executive shall willfully abuse or misuse the Company’s computer system,
      or any password relating thereto or shall gain access to any file or load
      any information or program contrary to the Company’s interests or
      procedures; or

              


      

      
        	
                (f)  

              	
                the
      Executive is found by the Company to have committed an act of gross
      misconduct examples of which are set out in the Disciplinary
      Procedure;

              


      

      
        	
                (g)  

              	
                the
      Executive acts in any manner which in the opinion of the Company brings or
      is likely to bring himself or the Company into
  disrepute;

              


      

      
        	
                (h)  

              	
                the
      Executive commits any other offence of a similar nature or gravity to the
      examples above, which examples are neither exclusive nor
      exhaustive.

              


      

      


      15.2 The
rights of the Company under sub-clause 15.1 above are without prejudice to any
other rights it might have at law to terminate the Employment or to accept any
breach of this Agreement on the part of the Executive as having brought the
Agreement to an end.

      


      15.3 Upon
termination of the Employment for whatever reason the Executive shall
immediately:

      


      
        	
                (a)  

              	
                deliver
      up to the Company all documents, books, materials, records,
      correspondence, papers and information (on whatever media and wherever
      located) relating to the business of the Company, any magnetic discs on
      which information relating to the business is stored and any keys, credit
      cards and other property of the Company (including in particular any car
      provided to the Executive) which may be in his possession or under his
      control and shall provide a signed statement that he has complied fully
      with the terms of sub-clause 15.3;
and

              


      

      
        	
                (b)  

              	
                irretrievably
      delete any information relating to the business of the Company stored on
      any magnetic or optical disc or memory and all matter derived therefrom
      which is in his possession, custody, care or control outside the premises
      of the Company and shall produce such evidence of compliance with this
      sub-clause 15.3 as the Company may require;
and

              


      

      
        	
                (c)  

              	
                resign
      any office or appointment held by him in the Company without any claim for
      compensation or damages for loss of such office or appointment and the
      Executive hereby irrevocably appoints the Company his attorney to execute
      letters of resignation of such offices or appointments on his behalf;
      and

              


      

      
        	
                (d)  

              	
                transfer
      to the Company or as it may direct all shares held by him in the Company
      as nominee or trustee for the Company and deliver to the Company the
      certificates therefore and the Executive hereby irrevocably appoints the
      Company his attorney to execute any such transfers on his
      behalf.

              


      

      


      15.4 The
Company reserves the right to make a payment in lieu of notice or any unexpired
period of notice. For the avoidance of doubt this right shall apply whether the
Company or the Executive gives notice of termination. Any payment in lieu of
notice shall consist solely of a sum equivalent to the Executive’s basic salary
as provided under sub-clause 5.1 (at the rate applicable at the date notice is
given) for the notice period or any unexpired period of notice and shall be
subject to such deductions for tax and national insurance or other deductions as
the Company is authorized in writing by the Executive (pursuant to the terms of
this Agreement or otherwise) to make.

      


      15.5 If
written notice is given by the Executive or by the Company to terminate the
Employment, the Company may notwithstanding any other terms of this
Agreement;

      (a)
require the Executive to continue to perform such duties commensurate with the
duties to be performed pursuant to this Agreement as the Board may direct;
or

      (b)
require the Executive to perform no duties and/or exclude him from entering
Company premises and to cease all contact with other employees of the Company
and all customers of the Company

      


      PROVIDED
THAT in each case the Company shall continue to pay the Executive his basic
salary as referred to in sub-clause 5.1 of this Agreement.

      


      15.6 The
termination of the Employment shall not operate to effect those provisions of
this Agreement which are intended to have effect after its termination including
without limitation the post-termination restraints as set out in clause 17
below.

      


      16           Disciplinary
Procedure

      Subject
to the provisions of clauses 12 and 15 of this Agreement the policy of the
Company is that an employee is not normally dismissed for a breach of his
contract of employment which is capable of being remedied, until after he/she
has been warned that he will be dismissed in the event that such breach is not
remedied or is repeated. However the Executive accepts that in the case of a
senior executive of the Company it may not always be appropriate to give any
warning.

      


      17           Post
Termination Restraints

      17.1
Non-solicitation

      The
Executive covenants with the Company that he will not for the period of 1 year
after ceasing to be employed under this Agreement without the prior written
consent of the Board in connection with the carrying on of any business in
competition with the business of the Company and in which the Executive was
concerned in or connected with during the period of 6 months immediately
preceding the Termination Date on his own behalf or on behalf of any person,
firm or company directly or indirectly:

      
        	
                (a)  

              	
                seek
      to procure orders from or do business with any person, firm or company who
      has at any time during the 6 months immediately preceding such cesser done
      business with the Company; or

              


      

      
        	
                (b)  

              	
                endeavour
      to entice away from the Company any person who has at any time during the
      6 months immediately preceding such cesser been employed or engaged by the
      Company.

              


      

      


      PROVIDED
that nothing in this clause 17 shall prohibit the seeking or procuring of orders
or the doing of business not relating or similar to the business or businesses
described above.

      


      17.2
Non-competition

      The
Executive covenants with the Company that he will not within 1 year and for the
period of 6 months after ceasing to be employed under this Agreement without the
prior consent of the Board either alone or jointly with or as manager, agent,
consultant or employee of any person firm or company directly or indirectly
carry on or be engaged in any activity or business which shall be in competition
with the business of the Company and in which the Executive was concerned in or
connected with during the period of 6 months immediately preceding the
Termination Date.

      


      18           Notices

      Any
notice or other written communication to be given under or in connection with
this Agreement shall be given in writing and shall be duly served on the Company
if it is handed to a representative of the Board of Directors. Notice may be
given by either party by personal delivery or post or by telex addressed to the
other party at (in the case of the Company) its registered office for the time
being and (in the case of the Executive) his last known address and any such
notice given by letter shall be deemed to have been served at the time at which
the letter was delivered personally or if sent by post, at the expiry of 2
working days (i.e. Monday to Friday) after it was posted. Any such notice given
by telex or facsimile message shall be deemed to have been served 12 hours after
the same is transmitted.

      


      19.           Miscellaneous

      19.1 The
Executive consents to the deduction from any sum otherwise payable to the
Executive by reason of the Employment (or its termination) the value of any
claim of whatever nature and in whatever capacity that the Company may bona fide
have against the Executive, including but not limited to; overpayment of wages,
overpayment in respect of expenses incurred by the Executive in carrying out his
duties, loans which the Company may from time to time make to the Executive,
advances on wages which the Company may from time to time make to the
Executive.

      


      19.2 Save
as expressly provided in this Agreement no term or provision of this Agreement
shall be varied or modified by any prior or subsequent statement, conduct or act
of any party. The Company and the Executive may amend this Agreement only by
letter or written instrument signed by both the Company and the
Executive.

      


      19.3
Subject to sub-clause 19.2 above this Agreement sets out the entire Agreement
and understanding between the parties in connection with the Employment save
only for any terms implied by law. There are no collective agreements which
directly affect the terms and conditions of the Employment.

      


      19.4 If
at any time any term or provision in this Agreement shall be held to be illegal,
invalid or unenforceable, in whole or in part, under any rule of law or
enactment, such term or provision or part shall to that extent deemed not to
form part of this Agreement, but the enforceability of the remainder of this
Agreement shall not be affected.

      


      20           Law
and Jurisdiction

      This
Agreement shall be governed by and construed in accordance with US law and each
party to this Agreement submits to the non­exclusive jurisdiction of the US
courts.

      


      SIGNED on
behalf of EXOTACAR INC. by a duly authorized officer

      


      _____________________________

      Print
Name: Rene Soullier, CEO, Exotacar
Inc.                                                                                                Date:
February 1, 2008

      


      _____________________________

      SIGNED by
Rene Ronald
Soullier                                                                                                Date:
February 1, 2008

      SCHEDULE
1

      DISCIPLINARY
PROCEDURE

      


      1           Disciplinary
Rules

      1.1           The
Company requires good standards of discipline from its employees, together with
satisfactory standards of work. These disciplinary procedures apply to any
misconduct or failure to meet standards of performance or
attendance.

      


      1.2           If
the Executive’s standard of work or conduct fall and, after warnings, remains
below the level that is acceptable, he may be dismissed.

      


      1.3           In
addition to other grounds for summary termination as set out in the Agreement,
summary dismissal without notice may take place if an act of gross misconduct is
committed. Examples of misconduct and gross misconduct are listed
below:

      


      2           Examples
of Misconduct/Gross Misconduct

      2.1           The
following is a non-exhaustive list of examples of offences that amount to
misconduct falling short of gross misconduct.

      
        	
                ·  

              	
                Lateness

              


      

      
        	
                ·  

              	
                Poor
      performance

              


      

      
        	
                ·  

              	
                Time
      wasting

              


      

      
        	
                ·  

              	
                Single
      instances of disobedience

              


      

      
        	
                ·  

              	
                Disruptive
      behavior

              


      

      


      2.2           The
following is a non-exhaustive list of examples of offences that amount to gross
misconduct.

      
        	
                ·  

              	
                Unauthorised
      absence from work

              


      

      
        	
                ·  

              	
                Dishonesty

              


      

      
        	
                ·  

              	
                Falsification
      of documents (eg:- expense claims)

              


      

      
        	
                ·  

              	
                Serious
      or repeated insubordination

              


      

      
        	
                ·  

              	
                Violent,
      abusive or intimidating conduct or other form of harassment towards
      members of staff or the public

              


      

      
        	
                ·  

              	
                Unauthorised
      removal from the Company’s premises or the premises of any company in the
      Group of any of its property or confidential
  information

              


      

      
        	
                ·  

              	
                Deliberate
      damage to the Company’s property or the property of any company in the
      Group

              


      

      
        	
                ·  

              	
                Unauthorised
      use or disclosure of confidential
information

              


      

      
        	
                ·  

              	
                Competing
      with the Company or taking preparatory steps for competing with the
      Company or any company in the Group

              


      

      
        	
                ·  

              	
                Attending
      work under the influence of alcohol or non medically prescribed
      drugs

              


      

      


      3           Disciplinary
Procedure

      3.1           Except
for acts of gross misconduct and other circumstances justifying summary
dismissal (as set out in this Agreement), the following procedure will normally
be adopted.

      (d) For
minor breaches of discipline, or failure to achieve satisfactory standards, a
formal verbal or written warning will be given by [the Chairman].

      (e) For
more serious offences, or in the event of further minor transgressions, a
warning will be given in writing by [the Chairman].

      (f) In
the event of further repetition of the misconduct or failure to comply with a
requested improvement a final written warning will then be given. This warning
will specify that consequences of a failure to comply will normally be
dismissal.

      (g) In
the event of any further misconduct or failure to achieve satisfactory standards
dismissal may result.

      


      3.2           In
cases of gross misconduct, the Executive may be dismissed without notice or pay
in lieu of notice. In cases where dismissal is not warranted in all the
circumstances, or if there are any genuine mitigating circumstances, alternative
disciplinary action may be taken against the Executive.

      


      3.3 The
Company reserves the right to suspend the Executive from work on full pay
pending investigation of any complaint or misconduct. During the period of
suspension, the Executive may not contact any other employee without the Board’s
prior written consent.

      


      3.4           The
Executive will be notified in writing as soon as reasonably practicable of the
allegations of misconduct. The Company shall undertake such investigations as
deems necessary concerning that complaint. In the event that statements are
taken from witnesses, the Executive will be provided with copies of the
statements in advance of the disciplinary hearing.

      


      3.5           The
Executive will be given the opportunity to state his case at a disciplinary
hearing and (if the Company considers it appropriate) to question any relevant
witnesses. The Executive is entitled to bring a fellow employee to the hearing
to assist the Executive or make representations on the Executive’s behalf. The
Executive not entitled to bring a professional representative (such as a
solicitor) to the hearing.

      


      3.6           The
Board will conduct the disciplinary hearing. If any member of the

      Board
made the complaint against the Executive, that Director will not have conduct of
the disciplinary hearing. A note will be taken of the disciplinary hearing a
copy of which will be provided to the Executive.

      


      3.7           The
Board shall then decide what disciplinary action is appropriate and will inform
the Executive of the decision in writing.

      


      4           Appeal
Procedure

      4.1           Having
regard to the seniority of the Executive, there will be no right of appeal
against the decision of the Board following a disciplinary hearing. The
Executive hereby acknowledges that it is not appropriate or possible to provide
for an appeal against a decision of the Board.

      


      4.2           The
Executive may appeal against a decision made pursuant to the procedure set out
at paragraph 3.1 above to the Board providing that the appeal is made in writing
(setting out the grounds of the appeal) within 7 days of the decision of the
Board. The conduct of an appeal will be at the entire discretion of the
Board.