EMPLOYMENT AGREEMENT
This Employment Agreement (“Agreement”) is made this [●] day of December, 2012.
Between:
, ______ of [●], holder of C.N.I.C bearing card number _________________and resident of [●] (hereinafter “ ”)
AND
[●], having its registered office at [●], acting through its Chief Executive Officer, [●] (hereinafter “___________”)
([ ] and [ ] may be referred to collectively as the “Parties” and where the context so requires may be referred to separately as a “Party”).
Whereas
[ ] wishes to employ the services of [ ] as its Chief Technical Officer (“CTO”) and [ ] wishes to provide his services as such, according to the terms and subject to the conditions as set out herein.
Now, therefore, in consideration of the mutual promises and covenants herein contained, the Parties hereby agree as follows:
1. Employment and Term
[ ] hereby engages [ ] to serve as its CTO or in such other role as [ ] determines from time to time to be appropriate in its sole discretion. The employment of [ ] shall be deemed to have commenced on [●] 2012, as set forth herein and shall continue in effect until the earlier of:
2.1 the effective date of any subsequent employment agreement between [ ] and [ ];
2.2 the effective date of any termination of employment as provided in Clause 8; or
2.3 the effective date of resignation of employment.
2. Duties and Responsibilities
[ ] shall have each and all of the duties and responsibilities of the CTO of [ ] and such other or different duties on behalf of [ ], as may be assigned from time to time to [ ] by the Board of Directors (the “Board”) and the Chief Executive Officer. [ ] will report to the CEO of [ ] and the Board.
3. Location
[ ]’s normal place of work will be the head office of [ ] at [●] or such other place within Pakistan which [ ] may reasonably require for the proper performance of his duties. [ ] may be required to travel on the business of [ ] anywhere within Pakistan or abroad.
4. Acceptance of Employment
4.1. [ ] accepts employment with [ ] upon the terms and subject to the conditions set forth and agrees to devote all his time, energy and ability to the best interests of [ ], and to perform his duties in an efficient, trustworthy and business-like manner.
4.2. [ ] accepts he will be on probation for a period of six (6) months starting from the date of his appointment, following which his appointment would be confirmed at the discretion of [ ].
5. Time and Attention
5.1. [ ] shall devote his best efforts and substantially all of his working time in performing his duties on behalf of amounts of time may be allotted to personal business, charitable and [ ].
5.2. [ ] shall provide services during the normal business hours of [ ] as determined by the Board. Reasonable professional activities and shall not constitute a violation of this Agreement provided such activities do not materially interfere with the services required to be rendered hereunder, and management has been informed of these commitments.
6. Compensation
[ ] shall be paid a salary which is calculated as follows:
Component of total compensation
|
Rupees
|
Basic Salary
|
000
|
Housing Allowance
| |
Conveyance
|
000
|
Servant Wages
|
000
|
Medical Expense
|
000
|
Internet/Cell Re-imbursement
|
000
|
Gross Salary
|
000
|
Payment of all amounts to [ ] hereunder shall be made in accordance with the relevant [ ] policies in effect from time to time, including its normal payroll practices.
6.1. Bonus
All bonus payments shall be variable, based upon performance and entirely within the discretion of the Board.
6.2.
© Copyright Envision Corporation. 2002. All rights reserved. Protected by the copyright laws of the United States& Canada and by international treaties. IT IS ILLEGAL AND STRICTLY PROHIBITED TO DISTRIBUTE, PUBLISH, OFFER FOR SALE, LICENSE OR SUBLICENSE, GIVE OR DISCLOSE TO ANY OTHER PARTY, THIS PRODUCT IN HARD COPY OR DIGITAL FORM. ALL OFFENDERS WILL BE SUED IN A COURT OF LAW.
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[ ] will be transferred a total of five percent (5%) of the issued share capital of [ ] over a period of three (3) years, which period shall commence at the expiry of two (2) years of employment of Sarwari by [ ], in equal tranches each year.
6.2.1. The first transfer will be effected at the expiry of two (2) years of employment of [ ] by [ ].
6.2.2. Thereafter the second and third installment will be transferred at the end of each subsequent year.
6.2.3. The exact dates on which the transfers are to be effected will be decided by the Board.
6.2.4. The shares will be transferred for a token consideration of One Rupee. One (Rs.1.00) per share.
6.3.
© Copyright Envision Corporation. 2002. All rights reserved. Protected by the copyright laws of the United States& Canada and by international treaties. IT IS ILLEGAL AND STRICTLY PROHIBITED TO DISTRIBUTE, PUBLISH, OFFER FOR SALE, LICENSE OR SUBLICENSE, GIVE OR DISCLOSE TO ANY OTHER PARTY, THIS PRODUCT IN HARD COPY OR DIGITAL FORM. ALL OFFENDERS WILL BE SUED IN A COURT OF LAW.
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In addition to the compensation set out above, [ ] shall provide [ ] with such benefits as are provided to other senior executives of [ ], once an effective company policy is put in place.
6.4. Witholding Tax
All sums inclusive of compensation payable to [ ] under this Agreement will be reduced by all federal, provincial, local, and municipal taxes, cesses, levies and other similar payments whether deducted at source or collected other as maybe required by applicable law.
7. Policies and Procedures
[ ] shall have the authority to establish from time to time the policies and procedures to be followed by [ ] in performing services for [ ].
The employment of [ ] may be terminated by [ ] without notice or payment in lieu of notice for any one of the following reasons:
8.1.1. conviction of a crime or any act involving moral turpitude.;
8.1.2. commission of any act of theft, fraud, falsification of any records or other dishonesty which, in the opinion of the Board, brings or is likely to bring [ ] or [ ] into disrepute or is adverse to the interests of [ ];
8.1.3. improper disclosure of [ ]’s confidential or proprietary information to third parties;
8.1.4. any action by [ ] which has a detrimental effect on [ ]’s reputation or business and which has not been committed on the instruction of the CEO or the Board;
8.1.5. refusal to comply with any reasonable and lawful directions of the CEO and the Board;
8.1.6. any breach of this Agreement, which is not cured within five (5) days following written notice of such breach;
8.1.7. a course of conduct amounting to incompetence, gross misconduct, or bad judgment;
8.1.8. unexcused absenteeism;
8.1.9. unlawful appropriation of a corporate opportunity;
8.1.10. misconduct in connection with the performance of any duties of the CTO, including, without limitation, misappropriation of funds or property of [ ], securing or attempting to secure personally any profit in connection with any transaction entered into on behalf of [ ], misrepresentation to [ ], or any violation of law or regulations to which [ ] is subject or committed on [ ] premises or;
8.1.11. being declared bankrupt or making any arrangement with or for the benefit of his creditors;
8.1.12. becoming of unsound mind;
8.1.13. ceasing to be eligible to work in Pakistan;
8.1.14. inability due to ill health or similar incapacity to perform duties under this Agreement for a continuous period of eight (8) weeks.
Upon termination of [ ]’s employment with [ ] for cause, [ ] shall be under no further obligation to [ ], except to pay all accrued but unpaid salary till the date of termination thereof.
The rights of [ ] under this Clause 8.1 are without prejudice to any other rights that it might have at law to terminate [ ]’s employment or to accept any breach of this Agreement by [ ] as having brought this Agreement to an end. Any delay by [ ] in exercising its rights to terminate shall not constitute a waiver thereof.
8.2. Without Cause
8.2.2. Notwithstanding Clause 8.2.1, [ ] may, in its sole and absolute discretion, terminate [ ]’s employment at any time and with immediate effect by paying [ ] a sum, in lieu of notice, which is equal to two (2) months’ basic salary as of the date of termination.
8.3. CTOperation
After notice of termination, [ ] shall CTOperate with [ ], as reasonably requested by [ ], in a timely manner to effect a transition of [ ]’s responsibilities and to ensure that [ ] is aware of all matters being handled by [ ].
8.4. Compensation after Notice of Termination
After notice of termination has been given by either Party, [ ] shall be entitled to receive the compensation provided for in this Agreement until the notice period has expired. It is understood that after written notice is given by either Party, [ ] shall continue to devote substantially all of his time to the normal services for [ ] during the notice period, with sufficient time allowed, in the sole discretion of [ ], for himto seek new employment.
8.5. Death
If [ ] dies during the term of this Agreement, [ ] shall pay to hislegal heirs, only such amounts as may have been earned by [ ] prior to his date of death as per this Agreement but which were unpaid at date of death.
9.1. In this Clause 9, the term Confidential Information shall mean information (whether or not recorded in documentary form, or stored on any magnetic or optical disk or memory) relating to the business, products, affairs and finances of [ ], for the time being confidential to [ ] and trade secrets including, without limitation, technical data and know-how relating to the business of [ ] or any of its business contacts.
9.2. [ ] acknowledges the term Confidential Information in this Clause 9 is extended to information of other businesses of member of the BOD that he has access to during his normal course of employment.
9.3. [ ] acknowledges that in the course of his employment he will have access to Confidential Information. [ ] has therefore agreed to accept the restrictions in this Clause 9.
9.4. [ ] shall not except in the proper course of his duties, either during his employment or at any time after its termination, howsoever arising, use or disclose to any person, company or other organisation whatsoever and shall use his best endeavours to prevent the publication or disclosure of, any Confidential Information. This shall not apply to:
9.4.1. any use or disclosure authorised by the Board or required by law; or,
9.4.2. any information which is already in, or comes into, the public domain other than through [ ]’s unauthorised disclosure.
10. Intellectual Property
[ ] acknowledges that all intellectual property rights and inventions by [ ] during his employment and all materials embodying them shall automatically belong to [ ] to the fullest extent permitted by law. To the extent that they do not vest in [ ] automatically, [ ] holds them in trust for [ ].
11. Non-Compete
In order to protect the confidential information, trade secrets and business connections of [ ] to which he has access as a result of her employment, [ ] covenants with [ ] that he shall not:
11.1. for twenty four (24) months after ceasing to be employed under this Agreement, offer to employ or engage or otherwise endeavour to entice away from [ ] any person employed by [ ] who could materially damage the interests of [ ] if they were involved in any capacity with a business concern which competes with [ ]; or
11.2. for twelve (12) months after ceasing to be employed under this Agreement, be involved in any capacity, including without limitation as manager, consultant or employee, with any business concern which is or intends to be in competition with [ ] within the same city in Pakistan as any of [ ]’s outlets; or
11.3. at any time after ceasing to be employed under this Agreement, represent herself as connected with [ ] in any capacity.
12. No Inconsistent Obligations
12.1. [ ] is not aware of any obligations, legal or otherwise, which are inconsistent with the terms of this Agreement.
12.2. [ ] represents and warrants that he has returned all property and confidential information belonging to all prior employers.
13. Amendment
This Agreement may be amended only in writing signed by [ ] and by a duly authorised representative of [ ].
14. Notices
Any and all notices or other communication provided for herein, shall be given by registered or certified mail, return receipt requested, in case of [ ] to its principal office, and in the case of [ ] to [ ]’s residential address set forth on the first page of this Agreement or to such other address as may be designated by [ ].
15. Injunctive and Equitable Relief
The Parties agree that, in the event of breach or threatened breach of any covenants of [ ], the damage or imminent damage to the value and the goodwill of [ ]’s business shall be inestimable, and that therefore any remedy at law or in damages shall be inadequate. Accordingly, the Parties agree that [ ] shall be entitled to injunctive relief against [ ] in the event of any breach or threatened breach of any of such provisions by [ ] in addition to any other relief (including damages) available to [ ] under this Agreement or under law.
16. Acknowledgment
[ ] acknowledges that when this Agreement is concluded, [ ] will be able to earn a living without violating the foregoing restrictions and that [ ]’s recognition and representation of this fact is a material inducement to the execution of this Agreement and to [ ]'s continued relationship with [ ].
17. Severance
17.1. If any provision of this Agreement (or part of any provision) is found by any court or other authority of competent jurisdiction to be invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed to be severable and not to form part of this Agreement, and the validity and enforceability of the other provisions pr part-provisions of this Agreement shall not be affected.
17.2. If a provision of this Agreement (or part of any provision) is found illegal, invalid or unenforceable, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.
18. Limitations on Authority
Without the express written consent from [ ], [ ] shall have no apparent or implied authority to:
18.1. pledge the credit of [ ] or any of its other executives;
18.2. bind [ ] under any contract, agreement, note, mortgage, encumbrance or otherwise in any manner whatsoever unless duly authorised to do so;
18.3. release or discharge any debt due to [ ] unless [ ] has received the full amount thereof; or
18.4. sell, mortgage, transfer or otherwise dispose of any assets of [ ].
19. Representation and Warranty
[ ] acknowledges and understands that [ ] has extended this employment opportunity to him based upon his representation and warranty that he is in good health and able to satisfy all of the qualifications that were enlisted at the time of interview, reasonably and in good faith, to perform the work contemplated by this Agreement for the term hereof.
20. Law and Jurisdiction
This Agreement shall be governed and construed in accordance with the laws of Pakistan applicable thereto and by the Parties hereby agree that the courts at [●] shall have exclusive jurisdiction to determine any dispute between the Parties.
In witness whereof, the Parties have executed this Agreement in duplicates at [●] on the date set forth above.
_________________________
|
For [ ]
___________________________
Name: [•]
Chief Executive Officer
|
Witness
_________________________
Name: [•]
C.N.I.C. Number: [•]
|
Witness
__________________________
Name:[•]
C.N.I.C. Number: [•] |
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