EMPLOYEE CONTRACT OF EMPLOYMENT

NAME & ADDRESS OF EMPLOYER: Global Wind Services (UK) Ltd Unit 9, Business Village Bergen Way, Kings Lynn PE30 2 JG NAME & ADDRESS OF EMPLOYEE: Kirsty Royles

UK JOB TITLE: REPORTING TO: DUTIES: Commencement date: Office assistant Thomas Eves & Jesper Rasmussen As per Job Description (office and work on site) 23 May 2011

You will be required to undertake such duties and responsibilities as may be determined by the Company from time to time, according to the needs of the Companys business, including but not limited to those set out in your job description. The Company reserves the right to vary your duties and responsibilities, and update any job description, at any time and may require you to undertake additional or other duties as are necessary to meet the needs of the business; 1. 1.1 TERM
OF APPOINTMENT

The Company shall employ the Employee and the Employee shall serve the Company on the terms of this agreement. The Appointment shall commence on the Commencement Date and shall continue, subject to the remaining terms of this agreement, until terminated by either party giving the other not less than one weeks, prior notice in writing. The first six months of the Appointment shall be a probationary period and the Appointment may be terminated during this period at any time on one week's prior notice. The Company may, at its discretion, extend this period for up to a further 6 months. During this probationary period the Employee's performance and suitability for continued employment will be monitored. At the end of the probationary period the Employee will be informed in writing if he has successfully completed his probationary period. The Appointment shall terminate on the date that the Employee reaches 65 .

1.2

1.3

1.4

1.5

No employment with a previous employer counts towards the Employees period of continuous employment with the Company. The Employee represents and warrants to the Company that, by entering into this agreement or performing any of his obligations under it, he will not be in breach of any court order or any express or implied terms of any contract or other obligation binding on him and undertakes to indemnify the Company against any claims, costs, damages, liabilities or expenses which the Company may incur as a result if he is in breach of any such obligations. The Employee warrants that he is entitled to work in the United Kingdom without any additional approvals and will notify the Company immediately if he ceases to be so entitled during the Appointment. The Employee consents to the transfer of his employment under this agreement to an Associated Employer at any time during the Appointment. The Employee agrees to attend for work at any Company or Client site as requested by the Company. HOURS
OF WORK

1.6

1.7

1.8

1.9

2. 2.1

The Employee's normal working hours shall be in accordance with a prepared work plan totalling a minimum of 40 hours per week or more if needed. The parties each agree that the nature of the Employee's position is such that his working time cannot be measured and, accordingly, that the Appointment falls within the scope of regulation 20 of the Working Time Regulations. SALARY
ETC.

2.2

3. 3.1

The Employee shall be paid an initial gross annual salary of 2,500.00. After 6 month we will discuss the salary again. The Employee's salary shall accrue from day to day and be payable monthly in arrears on or about the last working day of each month directly into the Employee's bank or building society. The Employee's salary shall be reviewed annually; the Company is under no obligation to award an increase following a salary review. There will be no review of the salary after notice has been given by either party to terminate the Appointment. The Company may deduct from the salary, or any other sums owed to the Employee, any money owed to the Company by the Employee.
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3.2

3.3

3.4

3.5

A Travel insurance card will be issued to the Employee in connection with his/her employment EXPENSES The Company shall reimburse (or procure the reimbursement of) all reasonable expenses wholly, properly and necessarily incurred by the Employee in the course of the Appointment, subject to production of receipts or other appropriate evidence of payment up to a maximum of 35 per day. The Employee shall abide by the Company's policies on expenses as communicated to him from time to time. Any credit card supplied to the Employee by the Company shall be used only for expenses incurred by him in the course of the Appointment. Any abuse or unauthorised personal usage of the credit card will result in disciplinary action and may result in dismissal. HOLIDAYS The Employee shall be entitled to the statutory minimum days' paid holiday (28 days) in each holiday year which shall include the usual public holidays in England, or days in lieu where the Company requires you to work on a public holiday. The Company's holiday year runs between 1 January and 31 December. If the Appointment commences or terminates part way through a holiday year, the Employee's entitlement during that holiday year shall be calculated on a pro-rata basis rounded up to the nearest half day. Holiday shall be taken at such time or times as shall be approved in advance by your Line Manager. The Employee shall not without the consent of your line manager carry forward any accrued but untaken holiday entitlement to a subsequent holiday year unless the Employee has been unavoidably prevented from taking such holiday during the relevant leave year by virtue of a period of statutory maternity, paternity or adoption leave. The Employee shall have no entitlement to any payment in lieu of accrued but untaken holiday save on termination of the Appointment. If on termination of the Appointment the Employee has taken in excess of his accrued holiday entitlement, the Company shall be entitled to recover from the Employee by way of deduction from any payments due to the Employee or otherwise one day's pay calculated at 1/260th of the Employee's full-time equivalent salary for each excess day. If either party has served notice to terminate the Appointment, the Company may require the Employee to take any accrued but unused holiday entitlement during the notice period.
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4. 4.1

4.2

4.3

5. 5.1

5.2

5.3

5.4

5.5

5.6

During any continuous period of absence due to Incapacity of one month or more the Employee shall not accrue holiday under this contract and the Employee's entitlement for the holiday year in which such absence takes place shall be reduced pro rata save that it shall not fall below the Employee's entitlement under the Working Time Regulations 1998. ABSENCE
DUE TO

6. 7.1 7.2

SICKNESS

The Company operates the Statutory Sick Pay (SSP) scheme. The company will make such payments as will ensure that you are receiving the following during periods of bona fide sickness and injury. EMPLOYEE
HANDBOOK

7. 7.1

You will be expected to comply with the rules and procedures located in the Company Handbook which will be updated from time to time. The rules and procedures mainly affect your actions when you are in the office but you should bear it in mind when working on the Companys business away from the office.

8. 8.1

DISCIPLINARY

AND GRIEVANCE PROCEDURES

The Employee is subject to the Company's disciplinary and grievance procedures, copies of which are available from the your line manager. These procedures do not form part of the Employee's contract of employment. If the Employee wishes to appeal against a disciplinary decision he may apply in writing to Michael Nielsen in accordance with the Company's disciplinary procedure. The Company may at any time suspend the Employee for a period of up to two weeks during any period in which the Company is carrying out a disciplinary investigation into any alleged acts or defaults of the Employee. During any period of suspension the Employee shall continue to receive his salary and contractual benefits. If the Employee wishes to raise a grievance, he may apply in writing to Michael Nielsen in accordance with the Company's grievance procedure. DRUGS & ALCOHOL The Company is resolved to providing a safe and healthy working environment for all employees and to promote a culture free of substance abuse and the associated damage it can cause. Employees may not attend work under the influence of alcohol or drugs. If you are suspected of being under the influence of alcohol or drugs then you may be asked to leave the Company premises.
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8.2

8.3

8.4

9. 9.1

9.2

If you behaviour or performance give reason to believe that you need professional help the Company will take all reasonable steps to help you recover, providing that you accept your need for treatment. However the Company has a duty to protect the interests of the employees and the business overall and if you are unwilling to accept assistance you may be subject to disciplinary action, which may result in the termination of employment. The Companys Alcohol and Drugs policy applies at all times. CONFIDENTIAL INFORMATION Definition: 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 the Company for the time being confidential to the Company and trade secrets including, without limitation, technical data and know-how relating to the business of the Company (or its associated companies) and clients or any of its business contacts, including in particular (by way of illustration only and without limitation) to sensitive private project information relating to client work and potential client work and tender information. The Employee acknowledges that in the course of the Appointment he will have access to Confidential Information. The Employee has therefore agreed to accept the restrictions in this clause 10. The Employee shall not (except in the proper course of his duties), either during the Appointment 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: (a) (b) any use or disclosure authorised by the Company or required by law; or any information which is already in, or comes into, the public domain other than through the Employee's unauthorised disclosure; or any protected disclosure within the meaning of section 43A of the Employment Rights Act 1996.
RESTRICTIONS

9.3

10.

10.1

10.2

(c)

11. 11.1

POST-TERMINATION

In order to protect the confidential information, trade secrets and business connections of the Company and each Group Company to which he has access as a result of the Appointment, the Employee covenants with the Company (for itself and as trustee and agent for each Group Company) that he shall not:

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(a)

for twelve months after Termination solicit or endeavour to entice away from the Company or any Group Company the business or custom of a Restricted Customer with a view to providing goods or services to that Restricted Customer in competition with any Restricted Business; or for twelve months after Termination in the course of any business concern which is in competition with any Restricted Business, offer to employ or engage or otherwise endeavour to entice away from the Company or any Group Company, any Restricted Person; or for twelve months after Termination, be involved in any Capacity with any business concern which is (or intends to be) in competition with any Restricted Business; or for twelve months after Termination be involved with the provision of goods or services to (or otherwise have any business dealings with) any Restricted Customer in the course of any business concern which is in competition with any Restricted Business; or at any time after Termination, represent himself as connected with the Company or any Group Company in any Capacity.

(b)

(c)

(d)

(e)

11.2

None of the restrictions in clause 11.1 shall prevent the Employee from: (a) being engaged or concerned in any business concern insofar as the Employee's duties or work shall relate solely to geographical areas where the business concern is not in competition with any Restricted Business; or being engaged or concerned in any business concern, provided that the Employee's duties or work shall relate solely to services or activities of a kind with which the Employee was not concerned to a material extent in the twelve months prior to Termination.

(b)

11.3

The restrictions imposed on the Employee by this clause 11 apply to him acting: (a) (b) directly or indirectly; and on his own behalf or on behalf of, or in conjunction with, any firm, company or person.

11.4

The periods for which the restrictions in clause 11.1 apply shall be reduced by any period that the Employee spends on Garden Leave immediately prior to Termination. If the Employee receives an offer to be involved in a business concern in any Capacity during the Appointment, or prior to the expiry of the last of the covenants in this clause 12, the Employee shall give the person making the offer a copy of this clause 11 and shall tell the Company the identity of that person as soon as possible after accepting the offer.
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11.5

11.6

The Company and the Employee entered into the restrictions in this clause 11 having been separately legally advised. Each of the restrictions in this clause 11 is intended to be separate and severable. If any of the restrictions shall be held to be void but would be valid if part of their wording were deleted, such restriction shall apply with such deletion as may be necessary to make it valid or effective. The Employee will, at the request and expense of the Company, enter into a separate agreement with any Group Company in which he agrees to be bound by restrictions corresponding to those restrictions in this clause 12 (or such of those restrictions as may be appropriate) in relation to that Group Company. NOTICES Any notice given under this agreement shall be in writing and signed by or on behalf of the party giving it and shall be served by delivering it personally, or sending it by pre-paid recorded delivery or registered post to the relevant party at (in the case of the Company) its registered office for the time being and (in the case of the Employee) his last known address, or by sending it by fax to the fax number notified by the relevant party to the other party. Any such notice shall be deemed to have been received: (a) (b) (c) if delivered personally, at the time of delivery; in the case of pre-paid recorded delivery or registered post, 48 hours from the date of posting; and in the case of fax, at the time of transmission.

11.7

11.8

12. 12.1

12.2

The company may terminate the employment by one weeks notice during the probationary period including any extension to that period. After the probationary period the following terms apply: Save dismissal for gross misconduct, the minimum notice which the employee is entitled to expect from the company and the employee is required to give to the company in respect of the termination of employment is 14 days. The company reserves the right to make a payment in lieu of notice which will be subjected to PAYE and National Insurance. After either party has given notice to terminate your employment, the Company reserves the right at its discretion to require you not to carry out your duties or exercise your powers or responsibilities during the remaining period of your employment (or any part of such period) and to require you not to attend your place of work or any premises of the Company or clients during the remaining period of your employment (or any part of such
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12.3

12.4

12.5

period). During this period you may be required to undertake work from home and/or to carry out different or exceptional duties or special projects outside the normal scope or status of your duties. 12.6 During any notice period access to information and IT systems within the Company may be restricted. Should you leave without notice or during your notice period without the permission of the company, the company reserves the right to deduct a days pay for each day not worked during the notice period to compensate for any loss that the Company suffers from your breach of contract. This may include deduction of wages, accrued holiday pay or other monies due to you. In any case where the company agrees (in writing) to waive the need for you to work out your notice then this clause will not apply. 13. COMPANY
PROPERTY

12.7

13.1 You undertake to return on or before the end of employment, for whatever reason, to the Company all property and equipment including company vehicles, mobile phones, computers/laptops, records, correspondence, documents, credit or charge cards, computer records, files and other information (whether originals, copies or extracts) belonging to the Company and that you will not retain any copies. 13.2 You undertake to return to the Company immediately any property that may come into your possession or control after the termination of your employment. 13.3 Non-returned Company property will be deducted from the last salary payment. 14. 14.1 HEALTH
AND SAFETY POLICY

It is the policy of the Company to comply with the terms of the Health and Safety at Work Act 1974 and subsequent legislation and to provide and maintain a healthy and safe working environment. The Companys health and safety objective is to minimise the number of instances of occupational accidents and illness and ultimately to achieve an accident-free workplace. All employees will, where possible, be provided with such equipment, information, training and supervision as is necessary to implement the policy and achieve the stated objectives. The Company recognises and accepts its duty to protect the health and safety of all visitors to the company, including contractors and temporary employees, as well as any members of the public who might be affected by its operations.
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14.2

14.3

14.4

Whilst the Company will do all within its powers to ensure the health and safety of its employees, it is recognised that Health and Safety at work is the responsibility of each and every individual associated with the Company. It is the duty of each employee to take reasonable care of their own and other peoples welfare and to report any situation which may pose a threat to the wellbeing of themselves or any other person. Any Health and Safety concerns should be promptly reported to Lise Egehild (le@globalwindservice.com) NOTIFICATION You must notify, in writing, your immediate line manager or an appropriate member of senior management immediately of any of the following matters if they occur during your employment: if you change your address, telephone number or bank account details for your salary; if you become aware of any breach of employment duties by any employee of the Company, including, but not limited to, any leak of confidential information; or you become bankrupt, or unsound mind, are disqualified from acting as a director or are subject to or involved in any professional, civil or criminal proceedings which might affect the carrying out of your duties. DATA PROTECTION Personal data obtained by the Company shall be held only for specified and lawful purposes and shall be processed in accordance with the purposes for which it was gathered. Such processing of data will be undertaken in a fair and lawful manner. The Company will endeavour to ensure that data is accurate and up to date, is not kept for longer than necessary for the specified purposes for which it was obtained and is protected to prevent unauthorised or unlawful processing, accidental loss, destruction or damage. INTELLECTUAL PROPERTY RIGHTS Definition: patents, rights to inventions, copyright and related rights, trade marks, trade names and domain names, rights in get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, topography rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
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14.5 15. 15.1

(a) (b)

(c)

16. 16.1

16.2

17.

17.1

You will promptly disclose to the Company and keep confidential all inventions, copyright works, designs or technical know-how conceived or made by you alone or with others in the course of your employment. You will hold all such intellectual property in trust for the Company and will do everything necessary or desirable at the Companys expense to vest the intellectual property fully in the Company and/or to secure patent or other appropriate forms of protection for the intellectual property. Decisions as to the protection or exploitation of any intellectual property will be in the absolute discretion of the Company.

17.2

17.3

18. 18.1

TRAINING COURSE REIMBURSEMENT The Company will pay all the relevant course fees during the Employment. If the Employee terminates his/her employment within the first twelve months, all of the course fees are to be repaid by him/her and they will be offset in his/her salary.

19. 19.1 20. 20.1

COLLECTIVE AGREEMENT There are no collective agreements which affect your employment. JURISDICTION This contract is subject to the laws of England and the parties agree to the exclusive jurisdiction of the English courts in relation to all matters concerning and arising from this Contract.

21. 21.1

AMENDMENTS

AND

ALTERATIONS

The Company reserves the right to make reasonable changes to the terms and conditions of employment. You will be notified of any such changes either directly in writing or by way of general notice and if no objections are forthcoming from you, within 14 days of the date of notification, then you will be deemed to have accepted the changes.

DECLARATIONS

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I hereby confirm that I have received, read, understood and accept the above Contract of Employment. I undertake to observe the terms and conditions of employment contained therein.

Signed _____________________________________ _____________________________________ For and on behalf of Global Wind Services Limited

Date

Signed _____________________________________ _____________________________________ Kirsty Royles

Date

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