*** Standard Director Service Agreement ***
This Agreement is made on [date] between
1 [company name] (Company Number [xxxxxxx])
whose registered office is at [address]
2 [full name of director] of [address of director]
It is hereby agreed as follows:
1 Definitions and Interpretation
1.1 In this Agreement except whera the ccntext cthewise requires the following expressions shall have tho following meanings:-
1.1.1 "Associated Company". means any company in relation to which the Employer is a holding company
or subsidiary or any company which is a subsidiary company which is a holding company of the Employer
within the meaning ascribed by Section 736 of the Companies Act 1985 but not any company, corporation, firm or
person with which or whom the Employer ls in any way associated;
and
1.1.2 "Employee" means the Employee's employment hereunder in the service of the Employer or,
by direction of the Employer under the terms of Clause 2 hereof in the service of an Associted Company,
and includes in the absence of express provision to the contrary periods during which the Employee is on leave; and
1.1.3 "Holding Company" shall mean any holding company of the Employer within the meaning ascribed
by Section 736 of the Companies Act 1985; and
1.2 Words importing the neuter gender include the masculine or feminine gender (as the case may be)
and words importing the masculine gender also include the feminine gender and vice versa
and words importing the singular number include the plural number and vice versa.
1.3 The paragraph headings do not form part of this Agreement and shall not be taken into account
in the construction or interpretation hereof.
1.4 Any reference to a statute shall include any statutory extension or modification or re-enactment
of such statute and any regulations or orders made thereunder.
2. Appointment
The company shall employ [director's name] and [director's name] shall serve the Company in the capacity
of [Managing Director | Director] as from [date started], upon the terms and conditions following.
3. Terms/Notice
3.1 [director]'s appointment under this Agreement will (subject to the terms of this Agreement)
commence from and shall continue thereafter unless and until terminated by either party to this Agreement.
The Employer must give two months written notice to the other and the Employee must give three months notice to the other,
In any event, the appointment shall automatically terminate on the day upon which [director] reaches the age of sixty two (62).
3.2 The Company reserves the right to pay salary in lieu of notice.
3.3 In the event of [director] failing to give the requiste period of notice as outlined in clause 2.1 above,
the Company shall be entitled (without prejudice to any other rights or remedies to it)
to retain such amount of [director]'s salary and/or the amount of notice due from [director] but not given.
3.4 No employment of the Employee with a previous Employer shall count as part of the Employees continuous Employment with the Employer.
4. Location
[director]'s usual place of work will be at the Company's head office premises,
but at the Company's request, [director] shall be obliged toattend or work at any of the Company's premises
as may be required from time to time. Further, [director] may be required to travel in the United Kingdom or overseas as the Company
may require from time to time, should the need arise in the performance of his duties under this Agreement.
5 Obligations
5.1 During the continuance of this agreement, [director] shall, unless prevented by ill health or accident,
devote the whole of his time, skill, ability and attention (both during normal business hours
and during such additional hours as the Company deems necessary for the proper fulfilment of his duties)
to the business of the Company in all respects confirm to and comply with the directions and regulations
made by the Board and shall well and faithfully service the Company and use his utmost endeavours to promote its
interests and co-operate to the fullest extent with any Directors or servants of the Company.
5.2 [director] shall not during the continuance of this Agreement, without the previous consent in writing
to the Board, either solely or jointly with any other person, firm or Company,
whether as a Director, manager, employee, agent or consultant for any other person, firm or Company either directly
or indirectly carry on or be engaged in or interested, (whether as shareholder or otherwise) in any business
whatsoever.
6 Remuneration
6.1 [director] shall (subject to the provisions of this clause) be entitled, by way of remuneration for this service
under this Agreement to a salary at the rate of [salary] per annum.
Such salary will accrue from day to day and shall be paid monthly in arrears on the last working day of each month.
6.2 Such salary shall be reviewed at least once in every twelve (12) calendar months after the date of this Agreement,
such review normally taking place during the month of March.
By such review the said salary shall be increased to such sum not less then any proportionate increase borne by the Index of Retail prices
(published by the Department of Employment or any successor Ministry or Department for the twelve (12) calendar months
previous to the date of such review and in the event of any incraase shall thereafter have effect as it if was specifcally
provided for as a term of this Agreement.
6.3 [director] will be eligible to participate in any Directors' Bonus Scheme which the Company may operate from time to time
in respect of [director]'s employment subject to and in accordance with the terms of each plan which may be varied by the Company
at any time.
7 Pension No scheme at present.
8 Private Medical Insurance No scheme at present.
9 Expenses and Car
9.1 [director] shall make such journies on the business of the Company as may be reasonably required of him.
All reasonable travelling, hotel and other expenses properly incurred by him shall be repaid to him by the company,
subject to [director] complying with Company policy from time to time in making any claim for such expenses.
9.2 [director] shall provide both for business and private purposes, a motor car of a type determined in accordance with Company policy as amended from time to time.
9.3 All costs of repairs, maintenance, taxation and insurance and oil and petrol for business and private mileage
shall be the responsibility of [director] and he will maintain the motor car in good running order, properly insured and keep adequate records in
relation to such business use in such form and details as may be necessary to satisfy any queries in relation to it which may be
raised by the Inland Revenue in connection with [director]'s tax affairs and [director] shall be responsible for the payment of any
taxes that may be assessed on him for the use of such motor car.
9.4 [director] shall be entitled to payment under the Inland Revenue Fixed Profit Car Scheme (FPCS) for business mileage undertaken.
10 Holidays
10.1 The Company's holiday year runs from 1 January to 31 December. [director] shall in addition to the usual Statutory holidays
(according to Company policy) be entitled to 20 days holiday in any holiday year.
Holidays are to be taken at such times or times as may be agreed with the Board.
All holidays will be on full pay and [director] will be entitled to any accrued holiday pay on termination of employment which will be directly in proportion
to [director]'s length of service during the year in which termination takes place.
11 Restrictive Covenant
11.1 In this Clause the following expressions bear the meanings ascribed to them namely:-
11.1.1 "the Products" mean any [industry] supplies, which on the date
of termination of the Agreement are marketed by the Employer or other Associated Company in relation to the business of the Employer
which the Employee has obtainad knowledge of trade secrets or customer,
client or supplier contracts or other confidential information of the Employer or an Associated Company;
and;
11.1.2 "Prohibited Area" means 200 miles; and
11.2 since the Employee is likely to obtain in the course of his employment with and for the Employer knowledge of trade secrets of
the Employer particularly in the field of the Products and also other confidential informetion of the Employer the Employee hereby
agrees with the Employer that in addition to any other restrictions; contained in this Agreement he will be bound by the following restrictions:-
11.2.1 that if the Employer or an Associated Company shall have obtained trade secrets or other confidentiaI information from
any third party under an Agreement including restrictions of disclosure known to him he wilI not without the
prior written consent of the Employer at any time (whether during his employment by the Employer or after the termination of such employment)
infringe such restrictions; and
11.2.2 that he will not during the period of one year from the termination of his employment by the Employer within the
Prohibited Area undertake to carry on either alone or in partnership or be employed or interested directly or indirectly
in any capacity whatsoever in the manufacture or sale of the Products or any other business carried on by the Employer at
the date of the termination of his employment by the Employer; and
11.2.3 that he will not during the period of one year from the termination of his employment with the Employer within the
Prohibited Area solicit in competition with the Employer or any Associated Company in relation to the Products the custom of
any person or company who at any time during the last three years of his employment was a customer or supplier of the
Employer or any Associated Company,
12 Disciplinary Rules and Grievance Procedures
There are no formal disciplinary rules applicable to [director].
Any matters of discipline will be considered and determined by the Board.If [director] has a grievance relating to his employment,
it should beraised and referred to a fellow Director and reference will be dealt with by discussion with Board Members.
13 Confidential Information
13.1 [director] agrees that without prejudice to any other duly implied by law or equity,
he shall not (except in the proper course of his duties as [position]) during the course of his employment
or at any time thereafter, communicate or disclose to any person, firm or Company or use for his own purposes any of the
secrets or confidential information relating to the Company or Group and or its customers and relating to the Company or Group
and/or its or their customers in any manner whatsoever, save as shall be reasonably necessary for the promotion of the business of the Company or Group as appropriate.
13.2 The termination of this agreement or the appointment under it shall not operate to terminate the provisions of this clause,
which after such termination, shall remain in full force and effect and binding on [director].
14 Company Property
14.1 [director] shall promptly, whenever requested by the Company and in any event upon the termination of
this Agreement (for whatsoever cause) deliver up to the Company or its authorised representatives all
statistics, documents, records or papers which may be in his possession or under his control and relate in any way
to the property, business or affairs of the Company and no copies shall be returned by him and he shall at the same time
deliver up to the Company or its authorised representative all other property of the Company in his possession or under his control.
15 Ground for Termination
15.1 The Company may at any time, determine this Agreement forth with, without payment or any compensation,
redundancy payment, damage or remuneration for subsequent periods payable by virtue of common
law or any statute by serving notice in writing upon [director] in the following circumstances; that is to say if [director]:-
15.1.1 shall be guilty of any serious breach of non observance of any of the provisions of this Agreernent or directions of the Board,
or be guilty of any continued or sucressive breaches or non observance of any of such provisions or directions in spite of written warning to the contrary by the Board.
15.1.2 is disqualified by law from acting as a Director,15.1.3 becomes of unsound mind or becomes a patient for any purpose of any statute relating to mental health.
15.1.4 is convicted of a criminal offence (other than a motoring offence for which no custodial sentence is made upon him) or carried out any action or neglects to carry out any action
which in the reasonable opinion of the Board may seriously damage the interests of the Company.
15.2 Any delay or forbearance by the Company in exercising any right of termination hereunder shall not constitute a waiver of such right.
16 Absence / Sickness / Medical Examination
16.1 The Company may deduct a proportionate amount of the remuneration of [director] for every day of absence from his employment
otherwise than in the case of absence by reason of unauthorised holidays or incapacity through illness, injury or accident
(such incapacity being hereinafter referred to as "the incapacity".)
16.2 If [director] is unable to attend to his duties as a result of the incapacity, he shall, if so required,
furnish the Board with evidence satisfactory to them of such incapacity and he shall be entitled in any period of fifty two weeks to four weeks sick leave
(whether cumulative or in aggregate) at the full salary rate herein before set out.16.3 If [director] is incapacitated as aforesaid for a period in
excess of twenty six consecutive weeks or for a period or periods amounting in aggregate to more than twenty six weeks in any one period of fifty two weeks,
then the Company may give notice in writing at
any time so long as the incapacity shall continue,
determine this Agreement fothwith on payment of four weeks salary,
together with all arrears of salary and expenses to which the executive may then be entitled under the terms ofthis Agreement.
17 Directorship
17.1 [director] will, if so requested, remain or become a Director of the Company and/or of any
Company of the Group and will remain in such capacity without any additional remuneration.
17.2 In the event of [director] holding office as a Director of the Company and/or of any Company of the Group
at the date of his ceasing to be an employee of the Company (for any reason whatsoever) he shall forthwith,
if so required by the Board, resign such Directorship(s) without any compensation whatsoever,
but without prejudice to any right of compensation under this Agreement.
17.3 [director] hereby irrevocably appoints any Director for the time being of the Company as his lawful attorney
in his name and on his behalf to sign and execute any form of resignation as may be necessary for the purpose
of carrying into effect the provisions of sub-clause 15.2.
18 Collective Agreements There are no collective agreements which directly affect the terms and conditions of [director]'s employment.
19 Other Agreements [director] acknowledges and warrants that there are no agreements ararrangemens whether
written, oral or implied between the Company and [director] relating to the employment of [director] other than
those expressly set out in this Agreement.
20 General
20.1 This Agreement constitutes the whole agreement between the parties hereto and no validation hereof shall be effective unless made in writing.
20.2 This Agreement shall be construed and governed by English laws and the parties hereto submit to the exclusive jurisdiction of the
English Courts.
Signed by for and on behalf of
Employer ...................................Date...................................
Signed by the
Employee ...................................Date...................................