EXHIBIT 10.10
ClearCommerce Europe Limited
Contract of Employment containing statutory particulars of terms and conditions of employment.
These particulars were issued on the following date: 2nd of November 1998.
Employer: ClearCommerce ("the Company")
Employee: Alan Scutt
1 Position
Your job title is Vice President Europe reporting directly to Robert Lynch,
President and CEO. Your employment will commence on the 2nd of November
1998. Your employment with any previous employer will not count as part of
your continuous period of employment with the Company.
2 Duties /Territories/ Vertical Markets
Your duties are described in the Job Specification given to you at the
commencement of your employment but you will be expected to carry out any
duties within your capabilities should the needs of the Company require.
Additionally your job role may involve the Company assigning your
activities to a territory, or marketplace. The Company reserves the right
at any time to vary, change, remove, or reassign your activities with
respect to a territory or marketplace.
3 Probationary Period
The first three months of your employment with the Company will be
probationary. Your continued employment will be reviewed at any time
during the probationary period and in any event prior to the end of the
period. The notice entitlement during the probationary period is one week.
4 Working Hours
Your normal hours of work are 8.30 am - 5.30 pm, Monday to Friday with a
lunch break of one hour. The arrangement of the hours may be varied to
suit the needs of the Company. However, you may be required to work
outside these hours at the discretion of the Company to meet the needs of
its business or as may be necessary for the efficient discharge of your
duties without any further remuneration.
You hereby consent to work more than an average of 48 hours per week in any
relevant statutory reference period (currently 17 weeks) to the extent that
it is necessary for you to discharge your duties. You shall not withdraw
this consent otherwise than by giving 2 months written notice.
5 Place of Work
Your normal place of work will be initially your home address until the
Company finds suitable premises. The Company reserves the right to change
your normal place of work to any place within the United Kingdom. You will
be given at least
ClearCommerce Europe Limited
Contract of Employment containing statutory particulars and conditions of employment
one month's notice of any such change. In addition you may be required to
work at any of the Company's premises or at the premises of its customers,
clients, suppliers or associates within the United Kingdom, the EMEA
region, and the USA from time to time.
6 Earnings
Your salary will be (Pounds)84,800 per annum. Your salary will be paid
monthly in arrears directly into your bank account. You will be eligible
to participate in the Company's annual Variable Compensation Plan
applicable from time to time. Details, targets, rates will be provided
separately. Targeted annual earnings will be (Pounds)21,200. You will be
paid this bonus monthly being (Pounds)1766.67, as a recoverable draw for
your first six months. Any amounts paid will be deducted from your actual
year-end bonus.
7 Company Car Scheme
You are eligible to receive a car allowance of (Pounds)850 per month.
Details of the Company Car Allowance Policy will be given to you when you
commence employment with ClearCommerce.
8 Expenses
The Company will pay or reimburse to you any reasonable Company expenses
properly incurred in the course of your employment and in accordance with
the Company Expense Policy. Details of this policy will be given to you
when you commence employment with the Company. The policy may be changed
at any time and employees will be notified in writing of any such changes.
The Company reserves the right to refuse payment of any expenses if you are
unable to provide the Company with such vouchers or other evidence of
actual payment as the Company may reasonably require. You agree that the
Company is entitled to deduct from your pay at any time during your
employment, or upon the termination of your employment, however arising,
any money you may owe to the Company including but limited to any
outstanding loans, advances, relocation expenses, training costs, excess
holiday pay and any other monies owed by you to the Company.
9 Holiday
Annual holiday entitlement is 20 days plus all statutory holidays, dates of
which must be agreed with your manager in advance. Holiday entitlement is
measured from January 1st each year. For periods of employment of less
than a full year, a pro rata entitlement of 1.9 days per full month's
employment will be allowed. Entitlements can only be taken in complete
half days, and where there are fractions these will be rounded up or down
to the nearest half day.
Where employees are dismissed for gross misconduct or resign without giving
the necessary period of notice they forfeit any right to accrued holiday
pay. In addition, if at termination date employees have taken holiday in
excess of their accrued entitlement the Company reserves the right to make
the deduction from final
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ClearCommerce Europe Limited
Contract of Employment containing statutory particulars and conditions of employment
moneys owing to the employee. Where employees resign or their employment
is terminated and notice is given ClearCommerce is entitled to ask the
employee to take any accrued holiday as part of that notice period. Accrued
holiday pay in lieu will be calculated on the basis of one over two hundred
and sixty (1/260th) of annual salary per working day. Probationary staff
are not entitled to pay in lieu of holiday entitlement.
10 Employment Benefits
The Company has established Company Employment Benefit schemes. You will
be advised by Churchills of the details of the schemes. You will be
eligible to join the insurance schemes from commencement.
11 Stock Incentive Plan
You will receive a grant of options, pursuant to the ClearCommerce
Corporation 1997 Stock Incentive Plan, that will vest over time on 56,000
shares of stock. The exercise price of the options will be the fair market
value of the stock at the time of the grant as determined by the company's
Board of Directors. Vesting will occur over a four year period with the
first 25% issued 1 year after the first date of employment and an
additional 2.08% of the total issued for each month during which you are
employed by ClearCommerce after year one
12 Illness and Sick Pay
The Company must be notified in accordance with the Company's standard
procedures set out in the Company's Illness and Sick Pay Policy in all
cases of absence from work. If absence is as a result of an injury at work
the manager must be informed without delay. A copy of the above mentioned
policy will be given to you when you commence employment with the Company.
The standard procedures may be changed at any time without notice and
employees will be notified in writing of any such changes.
13 Open Door Policy
If you have a grievance you should first bring this to the attention of
your manager, and if it cannot be resolved with him/her you may, at any
time, put your grieva ...
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