EXHIBIT 10.5
FORMICA LIMITED
Coast ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇ & ▇▇▇▇ ▇▇▇▇ ▇▇▇
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October , 1997
Dear ▇▇. ▇▇▇▇▇:
Reference is made to your employment agreement with the Company dated 14th
March, 1990 (the "Agreement"). This will confirm that the first sentence under
the caption "Termination of Employment" on page 6 of the Agreement is hereby
amended in its entirety to read:
"You are entitled to receive twelve months notice of termination of your
employment."
In addition, the last sentence of the first paragraph under such caption
("When you are .... notice.") is hereby deleted in its entirety.
Except as expressly modified herein, all other terms and conditions of the
Agreement remain unmodified and in full force and effect.
Please sign and return the enclosed copy of this letter indicating your
acceptance of the modification to the Agreement set forth above.
Very truly yours,
FORMICA LIMITED
By:
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ACCEPTED AND AGREED:
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[FORMICA LETTERHEAD]
[FORMICA LOGO] Formica Limited
Formica Limited
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▇▇▇▇ & ▇▇▇▇ ▇▇▇▇ ▇▇▇
Telephone: ▇▇▇ ▇▇▇ ▇▇▇▇
Telex: 53295 Fax: ▇▇▇ ▇▇▇ ▇▇▇▇
AS/VMS
14th March, 1990
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Dear ▇▇. ▇▇▇▇▇,
In accordance with the Employment (Consolidation) ▇▇▇ ▇▇▇▇, the terms and
conditions upon which Formica ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇
▇▇▇▇ ▇▇▇ employs you, ▇▇. ▇. ▇▇▇▇▇, at Formica Limited are herein set out. This
'Statement' dated as above, supersedes any previous Contract of Employment you
may have with Formica Limited.
The Company has arranged a Group Health Care Scheme with British United
Provident Association for all employees. The subscription for yourself is paid
by the Company and you can include your dependants at a subscription subsidised
by the Company.
As membership of the scheme is optional, the Company has the right to terminate
the scheme or vary the terms upon which it operates without varying the terms
and conditions of your employment.
The Company also operates an Ill Health Scheme; details are contained in the
Company's Pension booklet which is available from the Pensions Department.
Changes in Terms and Conditions
In accordance with the legislation, changes in terms and conditions will be
notified to you as follows:
a) Changes of a general nature affecting your employment will normally be
notified by notices posted on the notice board;
b) Changes in your own status of employment will be notified to you
personally in writing;
c) Changes in your salary and allowances (if applicable) will be notified on
your payslip;
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The Terms and Conditions relating to your employment are as follows:-
Job Title
You are employed as Plant Manager.
Commencement of Employment
Your employment with Formica Limited begins on 19th February 1968.
Your employment with any previous employers does not count as part of your
continuous period of employment.
Remuneration
Your salary is E32,000 per annum, payable monthly on the 15th day of the month
by credit transfer into your bank account.
Further, you will also benefit from any incentive scheme for the time being in
effect to the extent and in the manner determined by the Company and notified
to you by the Managing Director.
Normal Hours of Work
You are required, unless prevented by ill health, to devote the whole of your
time and attention to the duties of your appointment.
Your normal hours of work are from 9.00 am to 5.00 pm, Monday to Friday
inclusive, with a one hour break for lunch each day, but you may be required to
work additional hours without recompense. It is in the nature of your job that
considerable flexibility of working will be required.
Holidays
You are entitled to 25 working days paid holiday for each complete calendar
year (January - December). In addition, you are entitled to all Public and Bank
Holidays designated for England or the United Kingdom as a whole. Holidays must
be taken by the year end or agreement reached with the Managing Director by the
end of the year on specific arrangements to take them by 31st March of the
following year.
It is a condition of employment that you must take your holidays during the
agreed shutdown periods or as otherwise indicated. Other holidays may be taken
by mutual agreement with the Managing Director.
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Company Sick Pay
Your entitlement to sick pay in a 12 month period is 26 weeks at your normal
salary, (any payment of SSP will be included in this figure).
After 26 weeks absence consideration under the salary continuance arrangement
can be given to those who are members of the Company Pension Scheme have 5
years pensionable service and are over 30 years of age.
As a member of the Pension Scheme and fulfilling the necessary service and age
requirements, after 26 weeks sickness absence consideration would be given
under the salary continuance arrangements if this was appropriate.
Pension and Life Assurance Scheme
You are a member of the Company's Contributory Pension and Life Assurance scheme
The Contracted-out Certificate number is S0621759A and the Employers reference
is E3804178J.
Grievance Procedure
If you consider you have a grievance relating to your employment you should
raise it with the Managing Director.
Disciplinary Procedure
The company Disciplinary Procedure will apply to you and any matters would be
handled by the Managing Director.
Inventions
The nature of your duties and your responsibilities are such that you have a
special obligation to further the interests of the Company's business.
a) If you shall either solely or jointly invent make or discover any
invention, device, design, art, product, process or mechanical or other
contrivance which relates to or is useful in connection with any process,
product or appliance carried on, made or dealt with by the company (all of
which are hereinafter referred to by the term "Invention") such Invention
shall forthwith be communicated to the Secretary of the Company.
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b) An Invention and all rights therein shall belong to you if it is an
invention within the meaning of the Patents ▇▇▇ ▇▇▇▇ ("the Act") and it
belongs to you by virtue of Section 39 (2) of the Act. All other
inventions and all rights therein belong to the Company. References in
this Clause to Inventions belonging to you or to the Company shall be
construed accordingly.
c) You shall not, without the consent in writing of the Company divulge or
communicate any Invention to any third party nor use the same for your own
personal benefit or otherwise than for the benefit of the Company save as
provided for in paragraph (d).
d) on communication of any Invention which belongs to you the Company will
consider the same and shall be entitled to negotiate with you regarding
the acquisition of any or all rights, title and benefit in such Invention.
You shall not, without the consent in writing of the Company, disclose the
same to any third party (save only you may divulge the same to a chartered
Patent Agent for the purpose of seeking protection for such Invention) nor
use the same for your own personal benefit or otherwise than for the
benefit of the Company until the Company has, in writing, declined to
enter into such negotiation or six months after the date of said
communication, whichever is the sooner, provided that if such negotiations
are entered into no disclosure of such Invention to any third party shall
be made until the conclusion thereof and such disclosure may then only be
made to such extent as the Company shall consent in writing (such consent
not to be unreasonably withheld).
e) With regard to any Invention which belongs to the Company and/or any
Invention which originally belonged to you and is acquired from you by the
Company, the Company shall have the right at any time to require you, at
the Company's expense, to execute all such documents and do all such acts
and things as may in the opinion of the Company be necessary or
convenient:-
(i) to vest such Invention in the Company or it's assigns;
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(ii) to enable any application to be made, prosecuted amended or abandoned
and any appeal to be made in respect of such Application in the name
of the Company or its assigns, or of yourself whether alone or
jointly with the Company or some other person or body in all or any
countries of the World;
(iii) to assign to the Company, or as it shall direct, all your rights of
whatever nature (including without limitation your rights in any
Letters Patent or Registered or Copyright or any Application
therefor) in or in respect of such invention or your rights, title
and interest in any such rights belonging to you jointly with the
Company or some other person or persons.
f) A copy of the Act is available in the Personnel Department for inspection
on request at any convenient time during the working day.
Confidentiality
You agree to keep secret and not at any time either before or after the
termination of your employment (whether such termination is in accordance with
the terms of the contract or otherwise) use for your own or another's advantage
or reveal to any person, firm or company any of the trade secrets, business
methods or business information of the company which you know or ought
reasonably to have known to have been confidential concerning the business or
affairs of the company including but not limited to information about the
company's products, production methods, technical developments, production
processes, new product developments, marketing plans in so far as it shall have
come to your knowledge during your employment. You acknowledge that in your
position as Plant Manager you have access to detailed information concerning
the above matters which information is of a confidential nature.
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Expenses
Whenever you are required to travel on Company business your reasonable
travelling and subsistence expenses will be reimbursed following prior
agreement on the nature of these.
Part-Time Employment
For the duration of your employment with the Company you may not enter into any
other business in any way related to that of the Company without the written
consent of the Company.
Termination of Employment
You are entitled to receive three months notice of termination of your
employment. Such notice to run from the first day of the calendar month
following that in which it is given. When you are aged fifty years you are
entitled to six months notice.
The Company reserves the right to make payment in lieu of notice.
If you are dismissed for serious misconduct or breach of contract, such
dismissal may be summary and without notice.
You are required to give the Company three months notice of termination of
employment, irrespective of the length of your service; such notice to run
from the first day of the calendar month following that in which it is given.
Health and Safety
The Company has a Health and Safety policy with which you must comply for the
sake of the health and safety of all employees.
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Company Rules
Company rules are displayed at each location. A condition of employment is that
you undertake to become familiar and comply with these rules.
By way of acknowledgement of, and agreement to, these terms of employment will
you please sign the second copy and return it to the Resources Director.
/s/ ▇. ▇▇▇▇▇
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Resources Director
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I acknowledge receipt of this 'Statement'.
Signed:.......................................Date..............................