Attached files
| file | filename |
|---|---|
| 10-Q - MENDOCINO BREWING CO INC | v193662_10-q.htm |
| EX-31.1 - MENDOCINO BREWING CO INC | v193662_ex31-1.htm |
| EX-32.1 - MENDOCINO BREWING CO INC | v193662_ex32-1.htm |
| EX-32.2 - MENDOCINO BREWING CO INC | v193662_ex32-2.htm |
| EX-31.2 - MENDOCINO BREWING CO INC | v193662_ex31-2.htm |
| EX-10.100 - MENDOCINO BREWING CO INC | v193662_ex10-100.htm |
| EX-10.101 - MENDOCINO BREWING CO INC | v193662_ex10-101.htm |
Exhibit
10.102
Date
10.08.09
PRIVATE &
CONFIDENTIAL
|
Name:
|
Mr
Damon Swarbrick
|
Edinburgh
Dear Mr
Swarbrick
Further
to our recent discussions, I am delighted to offer you the position of Chief
Executive Officer - UBSN, reporting to the undersigned, subject to the following
terms and conditions:
|
1.
|
The
position will be based from Faversham- Kent-UK. The Company
reserves the right to relocate your place of work based on any business
decisions.
|
|
2.
|
Your
salary will be at the rate of £90000 (Ninety Thousand pounds) per annum,
paid monthly in arrears by direct transfer to a bank account of your
choice.
|
Your
salary will be reviewed annually on 1st January with the first review in
2011.
|
3.
|
Commencement
date: To be on or before 9th Nov
2009.
|
|
4.
|
Normal
hours of work will be a 37.5 hour week. However, this position
entails work outwith normal office hours and duties at weekends from time
to time. Such additional hours will be covered by your
salary.
|
|
5.
|
Paid
holiday entitlement will be at the rate of 25 days per calendar year
accruing each year pro rata for each completed month of service, plus
local statutory and public holidays. Should your employment
terminate deductions from salary shall be made in respect of holiday taken
in excess of the pro-rata entitlements at the date of
termination.
|
|
6.
|
Sickness
absence will be 5 days per annum and any additional sick leave will be at
Directors' discretion.
|
|
7.
|
Our
car policy allows you the option of taking a cash payment of £10000 (Ten
Thousand pounds) per annum in lieu of a car, paid monthly in arrears by
direct transfer to a bank account of your
choice.
|
|
8.
|
We
will require to receive two satisfactory references, one of which should
be from your current employer. Please forward details to my
office.
|
|
9.
|
We
will require to receive a satisfactory medical report from your
doctor. The form should then be returned to my office, together
with a note of the doctor's fee.
|
|
10.
|
You
will be eligible to become a member of a private medical treatment
scheme. The cost of your personal subscription upto £600 (Six
hundred Pounds) per annum will be borne by the
Company.
|
1
|
11.
|
The
Company operates a contributory Pension Scheme which you are eligible to
join. The scheme provides for 5% of your personal contribution
and 7% of Company contribution.
|
Should
you elect not to join the Scheme, then you must complete an Election Form which
is obtainable from the Human Resources Department.
|
12.
|
You
will be eligible to participate in the Bonus Scheme which will be upto 25%
of basic salary linked to the attainment of personal targets set for the
financial year.
|
|
13.
|
You
will be eligible for a relocation expenses of £30000 (Thirty thousand
pounds) subject to the following:
|
"Should
your employment be terminated within two years of commencement for whatever
reason, the above relocation expenses which will be reimbursed or paid direct by
the Company, will be repayable by you to the Company on termination of your
employment on the basis of one twenty-fourth of these expenses for each month
short of the said two year period."
|
14.
|
Employment
may be terminated by the Company giving 6 months notice in writing; the
period of notice required from yourself by the Company is 6
months.
|
|
15.
|
Without
prejudice to the rights of you to receive remuneration and other benefits
under your contract of employment, and without prejudice to the other
rights of the Company, the Company shall have a right at any time after
either party has given notice to the other of termination until such
termination, to require you not to attend any place of work and to exclude
you from any premises of the Company (or of any Group Company) at such
times as the Company, in its absolute and unfettered discretion, may
determine and the Company shall be under no obligation to vest in or
assign to you any powers or duties or to provide any work for you and
shall have the right to suspend you (in whole or in part) from the
performance of any duties or obligations
hereunder.
|
|
16.
|
You
must maintain the Company's confidentiality and not utilise for your own
purpose or disclose to any person (except as may be necessary in the
ordinary course of your duties) any information relating to the Company,
its subsidiaries or associates, its business or affairs, its customers or
its suppliers, its finances or any of its trade
secrets.
|
|
17.
|
Restrictive
Covenants
|
|
17.1.
|
Undertaking
|
You will
not during the period of 6 months following the termination of your employment
hereunder either on your own account or for any other person, firm or company
and in competition with the Company directly or indirectly carry on or be
engaged in or concerned with any business which competes with the business of
the Company or any Group Company existing as at the date of termination of your
employment hereunder and with which you shall have been directly or indirectly
concerned PROVIDED THAT nothing contained in this clause shall preclude you from
holding at any time any shares or loan capital (not exceeding one per centum of
the shares or loan capital of the class concerned for the time being in issue)
in any company whose shares are listed or dealt in on a recognised Stock
Exchange.
2
|
17.2.
|
Non-solicitation
|
You,
during the period of 6 months following the termination of your employment
hereunder shall not either on your own account or for any person, firm or
company directly or indirectly solicit or interfere with or endeavour to entice
away from the Company or any Group Company the custom of or provide goods or
services of any description to any person, firm or company who or which at the
date of termination as aforesaid or who or which in the period of 12 months
immediately prior to such date was a customer or client of or in the habit of
dealing with the Company or any Group Company or endeavour to prevent any such
person, firm or company from continuing so to deal.
|
17.3.
|
Non-enticement
|
You,
during the period of 6 months following the termination of your employment
hereunder shall not either on your own account or for any other person firm or
company solicit the services of or endeavour to entice away from the Company or
any Group Company any director, senior employee or consultant of the Company or
any Group Company (whether or not such person would commit any breach of his
contract of employment or engagement by reason of leaving the service of such
company) nor shall you knowingly employ or aid or assist in or procure the
employment by any other person firm or company of any such person
|
17.4.
|
Severability
|
It is
hereby declared that each of the restrictions contained in Clauses 17.1, 17.2
and 17.3 above is a separate restriction and each is considered reasonable by
the parties. Notwithstanding this, if a court of competent
jurisdiction shall determine that any of such restrictions is void because of
unreasonableness, the parties agree to accept such modification as to the area,
extent or duration of the restriction concerned as the Court may see fit to
impose as a condition of validating the restriction
|
18.
|
In
the event that your position is terminated due to redundancy you would be
given 6 months notice or salary in lieu
thereof.
|
|
19.
|
In
order that we may comply with the Asylum and Immigration Act 1996, please
provide us with one of the following document(s), to confirm your
eligibility to work in the UK.
|
Either
|
|
·
|
A
passport or document showing that you have the right to abode in the
United Kingdom
|
Or
Two of
the following documents:
|
|
·
|
A
document detailing your National Insurance Number and name, such as a P45,
P60, National Insurance card or letter from a Government
agency.
|
AND
|
|
·
|
A
full birth certificate issued in the UK, or a certificate of
naturalisation, or a letter issued by the Home Office indicating no time
limit on your stay.
|
3
Should
you be unable to provide us with any of the above documents please contact the
HR Department for a list of alternative documents which may be
provided. Any documents you supply to us will be returned to
you.
We look
forward to your acceptance of this challenging role and the knowledge and
experience you will bring to the Company.
Should
you wish to have further discussion on any points with regard to your terms of
employment, please feel free to contact me.
Yours
sincerely
K
Ganguly
Director
I accept
the appointment as detailed in the letter to me of 10.08.09, of which this is a
copy, and agree to the terms and conditions therein.
|
Signed:
|
Date:
|
4