exv10w1



 






EXHIBIT 10.1




	 	 	 
	

	 	         Technology
Ltd






Contract of Employment



 




 



 




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Contract of Employment






STATEMENT OF TERMS OF EMPLOYMENT GIVEN PURSUANT TO THE EMPLOYMENT

PROTECTION (CONSOLIDATION) ACT




	 	 	 	 	 	 	 
	Name of Employer

	 	:
	 	MTI Technology Ltd	 	 
	Name of Employee

	 	:
	 	Mr. Keith Clark
	 	 
	Your position within the Company

	 	:
	 	Senior Vice President Europe
	 	 
	Employment commenced on

	 	:
	 	February 19, 1990
	 	 
	Continuous employment with the

company commenced on

	 	:
	 	February 19, 1990
	 	 







	1.	 	SALARY AND BENEFITS






	 	1.1	 	Your base salary and incentive income are in accordance with the
compensation documentation already supplied to you.
	 
	 	1.2	 	Only the net payment of your salary will be transferred to your bank account after the
appropriate deduction of tax (PAYE), National Insurance contributions and any other benefit
scheme contributions or other statutory deductions which may from time to time be
introduced.
	 
	 	1.3	 	You will be informed of payment of your salary by way of a pay slip.
	 
	 	1.4	 	You will be provided with a Company Car for business and private use in line with the current
company car policy.
	 
	 	1.6	 	You are eligible for inclusion in the Company’s private non contributory health scheme.
Additional family members can be included providing the additional cost is met by the
employee.
	 
	 	1.7	 	The company operates a non contributory group Permanent Health Plan. Membership of the
scheme will be effected once the conditions stipulated by the Assurance Company
(“Phoenix Assurance”) have been met including the completion of your probationary period as
stipulated in paragraph 9. The policy provides for ninety percent (90%) of your salary, less the
state benefit, to be continued to be paid in the event of long term illness or injury.
Salary is based on your previous 12 months gross earnings. The monthly benefit in each subsequent year
of payment will be automatically increased on the anniversary of the commencement of
payment by five per cent (5%) per annum compound for each year of continuous payment of
the claim. The first payment will be made one month after a 28 week waiting period.





 




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Contract of Employment



 






	 	1.8	 	You are covered with effect from your date of joining the company under the Company’
group life Assurance Scheme. This policy ensures the payment of four (4) times your
basic gross salary to nominated beneficiaries. The policy is currently placed with
“London and Manchester”.






	2.	 	DUTIES






Your job title (specified at the commencement of this Statement) does not define or limit the
work associated with your position and you will perform such duties
as may from time
to time be appropriate to your position and expressly or impliedly assigned to you.




	3.	 	MOBILITY CLAUSE






You shall perform your duties as prescribed in clause two (2) at and from the company’s
principle office in the UK or at such other location of the company’s interest in Europe and
shall undertake such travel within Europe and world-wide as the company shall reasonably
require. It is understood and agreed that you may be required to perform duties outside the UK
(but not reside outside the UK).




	4.	 	HOURS OF WORK






Your normal hours of work are from 9.00 a.m. to 5.30 p.m. Monday to Friday inclusive,
However, you are expected to work such hours as may be necessary to enable you to discharge
your duties properly.




	5.	 	HOLIDAYS AND HOLIDAY PAY






	 	5.1	 	In addition to the usual statutory English holidays you are entitled to twenty (20)
days paid holiday in each complete calendar year of your employment.
	 
	 	5.2	 	The holiday year runs from 1 January to 31 December and holiday accrues at the rate of 1.67
days for each month of full time service. No holiday entitlement may be carried over from one
year to another unless agreed in writing by your Manager. In the first and final years of your
employment, you will be entitled only to such period of holiday as is
proportionate to your
actual period of employment.
	 
	 	5.3	 	Your holiday should be taken at such times as may be agreed with your Manager.
	 
	 	5.4	 	If your employment terminates before you have taken all your full holiday entitlement for the
year concerned, you will be entitled to receive salary in lieu of such holiday entitlement as
may have accrued in accordance with paragraph 5.2. Alternatively a deduction will be made
from your final salary payment on termination of employment where you have taken holiday
which has not accrued due under paragraph 5.2.
	 
	 	5.5	 	Save as provided above, you will not normally be entitled to any salary in lieu of holiday
entitlement not taken up during the holiday year.





 




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Contract of Employment


 






	6.	 	SICKNESS OR INJURY






	 	6.1	 	If you are absent from work on account of sickness or injury, you, or someone on
your behalf,
must notify the Company (either by telephone or in writing) on the
first day of absence. If you
are absent for between four (4) to seven (7) days you must complete and send to the
Company a self-certification form. On the eighth continuous day of absence you must provide
the Company with a certificate of a registered medical practitioner and provide further
certificates at weekly intervals until you are fit to return to work. You must complete the
Company’s internal Sickness Absence Form on the first day of your return to work.
	 
	 	6.2	 	Provided the notices and medical certificates are received by the Company in accordance
with the preceding clause, the Company will pay you any statutory sick pay benefit to which
you may be entitled in respect of your ill health or incapacity at the appropriate rate, net of
income tax and national insurance contributions through the
Company’s monthly payroll
system. If you are not, or cease or be, eligible to receive statutory sick pay and are absent for
four (4) days or longer, you should claim the appropriate benefit from the Department of
Health and Social Security.
	 
	 	6.3	 	The Company may, at its sole discretion, make salary payments to your during periods of
absence on account of incapacity in addition to any statutory sick pay benefits to which you
may be entitled.
	 
	 	6.4	 	No more than eight (8) days of absence in respect of which you have provided the Company
with a self certification form or medical certificate, nor more than twenty (20) days of
absence (whether certified or not) may be taken in any period of twelve (12) months. Any days
taken in excess of these periods may, at the discretion of the Company, be deducted from your
holiday entitlement.






	7.	 	PENSION SCHEME






	 	7.1	 	The Company does not operate a Company pension scheme and you will be expected to
make your own arrangements to suit your circumstances. No contracting out certificate
under the Social Security Pensions Act 1975 is in force in respect of your employment.






	8.	 	RETIREMENT






The Company’s normal
 retirement age is 65 years for male and female employees.



 




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Contract of Employment


 






	9.	 	NOTICE






	 	10.1	 	You are entitled to receive six months notice of termination of your employment
from the end
of the calendar quarter in which the notice is given.
	 
	 	10.2	 	if you wish to terminate your employment you will be required to give the Company the same
period of notice as under paragraph 10.1.
	 
	 	10.3	 	Upon termination of your employment, you shall deliver up to the Company or its authorised
agent all documents and records of any kind whatsoever which may be in your possession
or control and relate in any way to the business or affairs of the Company and no copies
shall be retained by you.
	 
	 	10.4	 	Upon termination of your employment, any right you may have to make use of any
credit cards, banks cards, cheque cards or any other similar cards or documents with
which you have been supplied or which you have been authorised to use in connection with
your employment will automatically terminate and be revoked and you will forthwith
return to the Company or its authorised agent any such cards or documents then in your
possession or under your control. You will reimburse the Company on demand for the
amount of any loss suffered by the Company as a result of any failure by you to observe
the preceding provisions of this paragraph.
	 
	 	10.5	 	Without prejudice to any other duty owed to the Company under which you have to
keep secret information given to you or received by you or obtained by you in
confidence, you agree that you will not use, divulge or communicate to any person, firm
or organisation (other than in the course of properly performing your duties or as
required by law) any of the trade secrets or other confidential information of the
Company relating to the business, finance or affairs of the Company (including in
particular names of customers, reports, papers, information and data prepared for the
Company or acquired by the Company) which you may have received or obtained while in the
service of the Company. This restriction shall continue to apply after the termination
of your employment (howsoever occasioned) without limit in point of time but shall cease
to apply to information which may come into the public domain otherwise than through
your unauthorised disclosure. You shall also use your best endeavours to prevent the
unauthorised use, publication or disclosure of any such trade secrets or other
confidential information.






	11.	 	DISCIPLINARY PROCEDURE






	 	11.1	 	The Company may dismiss you without notice if you have been guilty of gross
misconduct.
	 
	 	11.2	 	If circumstances indicate that you have been guilty of gross misconduct, the Company may
also suspend you without pay while enquiries into the apparent misconduct take place.
However, if enquires indicate that no gross misconduct has occurred, the Company will pay
you for the period mentioned.
	 
	 	11.3	 	in the cases where no gross misconduct has occurred, but your capability for your position is
considered by the Company to be unsatisfactory, you will be given an opportunity to
rectify the position but if you fail to do so you may be dismissed. The Company observes the
following disciplinary procedure:





 




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Contract
of Employment


 






	 	(a)	 	Verbal Warning






You will receive a verbal warning from your manager stating the
reason for the warning, the improvement in conduct required and the
period during which this is to be made.




	 	(b)	 	First Written Warning






If insufficient improvement in conduct or capability occurs, you will
receive a first written warning, stating the reason for the warning,
the improvement required and the period in which it is to be made.




	 	(c)	 	Final Written Warning






If insufficient improvement occurs, you will receive a final written warning, the
improvement required, the period in which it is to be made and the consequences if
no such improvement occurs. If (notwithstanding verbal and written warnings) your
conduct or capability remains unsatisfactory, you will receive written notice of
termination, specifying the period of notice entitlement and the reason for
dismissal.




	 	11.4	 	At any stage in the above procedure, you will be entitled to state your case to a
disciplinary committee. You may be accompanied by a representative of your choice.
Details of each warning (whether verbal or written) will be recorded by the Company.




I acknowledge receipt of a copy of the above statement of terms of employment which I have
fully understood and accept.




	 	 	 	 	 
	EMPLOYER NAME

	 	:
	 	Thomas P. Raimondi
	 
	 	 	 	 
	TITLE

	 	:
	 	President & CEO
	 
	 	 	 	 
	DATE

	 	:
	 	7/5/00
	 
	 	 	 	 
	EMPLOYEE NAME

	 	:
	 	Keith Clark
	 
	 	 	 	 
	DATE

	 	:
	 	June 5 2000






 




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