Vice President, Europe Employment Agreement - Philip Padfield

EXHIBIT 10.13


Philip Padfield The Old Reading Room Hitcham Road, Burntham, Bucks UK SL7DZ


December 22, 1999


Dear Philip Padfield


We have pleasure in offering you employment with Ironside Technologies Europe Ltd. In the first instance you will be employed as Vice President, Europe, located at The Kinetic Centre, Borehamwood. Your appointment will be from a date to be agreed but in any event will be no later than January 1, 2000 and will be subject to the following terms:


1. Remuneration and hours of work


Your salary will be paid at the rate of (Pounds)100,000 per annum, in respect of a working week of 40 hours excluding lunch breaks, although you will be required to work such additional hours, within statutory limits, as are necessary for the efficient performance of the duties involved. You will not receive overtime pay in respect of these additional hours.


Salaries are paid monthly in arrears, normally by credit transfer directly into your Bank/Building Society account.


You will be eligible for an on target performance related commission of (Pounds)130,000 per annum; the exact amount of commission payable will be at the discretion of the Company and will depend on both individual and Company performance. Commission is paid quarterly in arrears.


You will be guaranteed a three months recoverable draw of (Pounds)4,000 per month for January, February and March, 2000.


In addition, you will be eligible to receive a car allowance of (Pounds)1,100 per month. This is a taxable allowance. All other vehicle running costs relating to business activities being covered by a mileage payment at the prevailing Company rate.


The Company may withhold the payment of any money owing or due to be paid to you if you are in breach of the terms of this contract and/or may withhold or deduct any money owing or due to be paid by you to it under this contract or otherwise from any money owing or due to be paid to you.


The precise hours of work may vary from department to department and should be agreed with your manager.


2. Other benefits


The Company will at its expense provide private medical insurance for you and your family, subject to the provisions governing such insurance and on such terms as the Company may from time to time decide, including the obtaining of insurance at reasonable rates of premium.


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You are eligible to join the Group Pension Scheme with immediate effect. Details of the fund, which is contributory, are available from our external financial advisor. The company will contribute 8% of your base salary. You are also eligible to join the Group Life Insurance which is subject to the Company Insurance Policy.


3. Holidays


Your holiday entitlement is 22 days days in each complete calendar year, in addition to public holidays. All holiday dates should be agreed in advance with your manager.


The Company holiday year operates from 1st January to 31st December in each year. If you join the Company after 1st January, you will be allocated holiday entitlement on a pro-rata basis. Any holiday not taken at the end of each calendar year will lapse and no payment in lieu of any unused entitlement will be made.


On the termination of your employment (except by reason of gross misconduct, incapability, or disqualification) you will be entitled to a day's salary for each day of holiday accrued but not taken in the year of departure. If you have taken excess holiday the Company may deduct a day's salary for each excess day from any monies owed to you.


4. Mobility


As a term of your employment you may be required to carry out your duties at any of the Company's current or future offices on a permanent basis within a 30 mile radius of Slough, as may reasonably be required of you commensurate with the Company's business requirements.


5. Duties


During the period of your employment by the Company you will be required (unless prevented by ill health or injury) to give the whole of your time and attention to the service of the Company and not (without the Company's prior consent) to engage or be concerned with any other trade, business or occupation, except as a shareholder or debenture holder in a company of not more than three per cent in any class of shares or securities in any company listed or dealt in on any recognised stock exchange.


You may not undertake any paid work in your spare time without the prior written approval of the President of Ironside Technologies, who will need to be satisfied that this will not affect the performance of your duties.


Unless you have the prior written consent of the President of Ironside Technologies, you may not directly or indirectly receive or retain any payment or benefit, either in respect of any business transacted (whether or not by you) by or on behalf of the Company or on behalf of a Client Company, or with a view to any such business being transacted.


6. Ill health and injury


If you are unable to perform your duties for the Company as a result of ill health or injury you are required to notify your line manager by phone at the earliest possible opportunity, but no later than 09:30 hours on the first normal working day of your absence. Where your line manager cannot be contacted directly, you must leave a message for your line manager that provides a contact telephone number and details of the expected duration of your absence.


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Subject to your compliance with the legal requirements, the Company will pay you Statutory Sick Pay during qualifying periods of absence. To this end you will need to complete a self-certification if you are ill for 4 or more consecutive days. In addition, if your illness lasts for more than 7 days you will need to provide a doctor's certificate. Further information can be obtained from the Accounts staff.


In the event that you are unable to perform your duties for the Company as a result of ill health or injury, you will from time to time upon request submit yourself to a medical examination at the Company's expense by a suitably qualified person of the Company's choice. If that person is unable to confirm that you are fit to perform your duties or if there are factors which such person considers are relevant to the performance of those duties, you will co- operate in ensuring the prompt delivery of all relevant medical reports to the Company and will allow the Company access to any relevant medical report which has been prepared by a medical practitioner responsible for your clinical care.


7. Discipline


Your immediate manager has responsibility for maintaining discipline within his/her department or area of control. In many cases isolated minor breaches of discipline are dealt with on an informal basis. More serious breaches of discipline are dealt with in a more formal way using the Company Disciplinary Procedure which is non-contractual and which has been devised to ensure that a consistent and fair policy is applied throughout the Company.


If you are dissatisfied with a disciplinary decision that affects you, you may appeal to the President of Ironside Technologies, either directly or via the HR Director, verbally or in writing.


8. Termination


You may terminate this contract by giving three months' notice in writing to the Company.


Except in the event of circumstances warranting summary dismissal, the Company may terminate this contract by giving you three months' notice in writing.


The Company may in is absolute discretion by written notice give you a payment of salary in lieu of all or part of your notice. There should be no expectation on your part that you will receive such a payment.


The Company may, notwithstanding any other terms of your employment and irrespective of whether the grounds for termination arose before or after it began, at a ...