DATED 3RD JULY 1996
SENETEK PLC (1)
XX. XXXXXX XXXXX (2)
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SUPPLEMENTAL AGREEMENT
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Trowers & Hamlins
0 Xxx Xxxxxx
Xxxxxxx'x Xxx
Xxxxxx XX0X 0XX
THIS AGREEMENT is made the 3rd day of JULY 1996
BETWEEN
(1) SENETEK PLC a company registered in England under Number 1759068 whose
registered office is situated at 00 Xxxxxx Xxxxxx, Xxxxxx XX0X 0XX,
Xxxxxxx (the "Company"); and
(2) XX. XXXXXX XXXXX of [1819 Xxxxxxxxx Xxxxx, Xxxxxxxx, Xxxxxxxx 00000,
Xxxxxx Xxxxxx of America] ("Xx. Xxxxx").
WHEREAS
This Agreement is supplemental to a service agreement dated 11th August 1995
between the Company and Xx. Xxxxx (the "Service Agreement"). The parties have
agreed to amend the Service Agreement in the manner hereinafter set out.
NOW IT IS HEREBY AGREED as follows:
1. With effect from the date hereof the Service Agreement shall be amended as
follows:
(a) In Clause 2 of the Service Agreement there shall be
inserted a new Clause 2(f) as follows:
"(f) The expression "Initial Period" shall mean
the period from 1st October 1995 to 30th
September 1997 and the expression
"Additional Period" shall mean the period
from 1st October 1997 to 30th September
1998".
(b) Clause 3 of the Service Agreement shall be deleted and
replaced with the following:
"The employment shall be for a fixed period
commencing on 1st October 1995 and expiring on 30th
September 1998 subject to prior termination
hereinafter provided. Xx. Xxxxx shall be obliged to
retire on 30th September 1998 and the Company shall
not continue or extend this Agreement beyond that
date".
(c) There shall be inserted a new Clause 4(h) in the Service
Agreement as follows:
"At the commencement of the Additional Period Xx.
Xxxxx shall be entitled to a salary pro rata to his
salary at the end of the Initial Period and such
salary shall be subject to review in accordance with
Clause 4(a) (and such salary shall be paid to him
irrespective of whether or not the Company requires
Xx. Xxxxx to work for the entire
46 day period referred to in Clause 7(a)). For the
avoidance of doubt, during the Additional Period Xx.
Xxxxx shall continue to be entitled to all other
benefits and entitlements due to him under, pursuant
to or in connection with this Agreement (except for
the 4 weeks holiday entitlement)".
(d) In Clause 7(a) of the Service Agreement there shall be
inserted after the words "subject to a maximum commitment
of 2.5 days per working week, averaged over a period
of each calendar month" the following words:
"during the Initial Period, and subject to a
maximum commitment of a total of 46 days during
the Additional Period (on such days as the Company
and Xx. Xxxxx may from time to time agree),"
(e) In Clause 7(b) of the Service Agreement there shall be
inserted after the words "more than the equivalent of
2.5 days per working week over any calendar month" the
following words:
"during the Initial Period, or more than 46 days
during the Additional Period".
2. The parties hereby agree that the Service Agreement as amended hereby
shall continue in full force and effect in accordance with its terms.
SIGNED BY [ P. A. XXXXX ] )
for and on behalf of SENETEK PLC ) /S/ P. A. Xxxxx
in the presence of: )
/s/ Xxxxx Xxxxxxxxx
Xxxxx Xxxxxxxxx
0 Xxxxxxxx Xxxxx
Xxxxxx Xxxx, Xxxx XX0X 0X0
SIGNED by the said )
XX. XXXXXX XXXXX ) /s/ Xxxxxx Xxxxx
in the presence of: )
Signature of Witness: /s/ Xxxxx X. Xxxxxxxxxx
Full name of Witness: Xxxxx X. Xxxxxxxxxx
Address: 0000 Xxxxxx
Xx. Xxxxxxx, XX 00000
Occupation: Off. Mgr.
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SENETEK PLC
SENESCENCE TECHNOLOGY
00 XXXXXX XXXXXX, XXXXXX XX0X 0XX
(Registered Office)
Tel: 0000-000-0000 Fax: 0000-000-0000
SERVICE AGREEMENT
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AN AGREEMENT made the 11th day of August 1995 between:
A. SENETEK PLC whose registered office is situated at 00 Xxxxxx Xxxxxx,
Xxxxxx XX0X 0XX, Xxxxxxx ("the Company"), and
B. XX. XXXXXX XXXXX of 0000 Xxxxxxxxx Xxxxx, Xxxxxxxx, Xxxxxxxx 00000,
Xxxxxx Xxxxxx of America ("Xx. Xxxxx").
NOW IT IS HEREBY AGREED as follows:
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1. The Company shall employ Xx. Xxxxx and Xx. Xxxxx shall serve the
Company with effect from the 1st day of October 1995 as the Executive
Chairman of the Board of Directors which appointment shall include
liaison with the Company's investors and parties acting on their
behalf, with additional special responsibilities that shall cover
advising on the development and marketing of the Company's products,
including in particular the auto-injector syringe and its various
applications, advising on additional projects and potential products
that may be of value to the Company and its subsidiary and associated
companies, and liaising with the Company Secretary, particularly on
matters affecting SEC compliance, UK statutory obligations and the
distribution of investor information, upon and subject to the
following terms and conditions:
2. In this Agreement:
(a) the expression the "Board" means the Board of Directors for
the time being of the Company, and the expression "subsidiary"
means a subsidiary (as defined by Section 736 of the Companies
Act 1985) for the time being of the Company;
(b) the expression "associated company" means, in relation to a
company, its holding company (as defined by Section 736 of the
Companies Act 1985) or any subsidiary of such holding company
and the expression "associates" shall be construed
accordingly;
(c) "the Act" means the Employment Protection (Consolidation) Xxx
0000;
(d) any reference to a statutory provision shall be deemed to
include a reference to any statutory modification or
re-enactment of the same;
(e) references to the singular shall include the plural and vice
versa.
3. The employment shall be for a fixed period of two years subject to
prior termination as hereinafter provided.
4. (a) The basic remuneration of Xx. Xxxxx shall be a salary (which shall
accrue from day to day) at a rate of US$125,000 per annum (subject to
annual or earlier review at the discretion of the Board). Such salary
shall be payable by equal monthly installments on the last day of
every month and the first of such payments shall be made on 31st
October 1995. In addition to the annual or earlier review referred to
above, Xx. Xxxxx'x salary shall be subject to an automatic increase on
the 1st day of January of each year by the percentage by which the
cost of living has increased, as determined by the US Labor
Department, over the immediately preceding twelve months. Such
adjusted salary will then become the "basic remuneration" of Xx. Xxxxx
for the corresponding year.
(b) The Board shall, on an annual basis, determine any additional payment,
if any, that may be paid to Xx. Xxxxx arising from the performance of
his duties. Without prejudice to any payment that may be paid to Xx.
Xxxxx in respect of the fiscal year ending December 31, 1995, the
first determination shall be in respect of the fiscal year ending 31st
December 1996.
(c) Xx. Xxxxx shall automatically be entitled to participate in any
Executive Share Option Scheme and Profit Sharing Scheme that may be
operated by the Company.
(d) Xx. Xxxxx shall (in addition to the usual public and bank holidays) be
entitled to four weeks holiday with pay per annum, to be taken at
times agreed with the Board. The entitlement to holiday pay accrues
pro rata through each year of employment hereunder. At the end of each
year of employment hereunder, or upon termination of Xx. Xxxxx'x
employment hereunder for whatever reason, Xx. Xxxxx shall at his
option, be entitled to either payment in lieu of any outstanding
holiday entitlement, payment being calculated pro rata to Xx. Xxxxx'x
remuneration under Clause 4(a) above or to accumulate such holiday
entitlement so that it may be taken at a later date. In addition, Xx.
Xxxxx may at any time claim from the Company pay in lieu of his
holiday entitlement that has accrued in respect of
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employment with the Company prior to the date of commencement of this
Agreement but which, due to pressure of work, it has not been
practicable for him to take.
(e) In case of illness of Xx. Xxxxx or other cause incapacitating him from
attending to his duties, Xx. Xxxxx shall continue to be paid during
such absence provided that if such absence shall aggregate in all to
thirteen weeks in any twenty-six consecutive weeks, the Company may
terminate the employment of Xx. Xxxxx hereunder forthwith by notice
given on a date not more than fourteen days after the end of the last
of such thirteen weeks, in which event the Company shall pay to Xx.
Xxxxx a sum equal to six months salary from the date of such
termination.
(f) Xx. Xxxxx and his spouse will be entitled to full medical and dental
insurance cover, the premiums being payable by the Company, during the
term of this Agreement.
(g) Xx. Xxxxx shall participate in all benefit plans available to
executives of the Company; such plans may include for the benefit of
Xx. Xxxxx term or other life insurance (in a form agreed upon by the
Board) providing death benefits of $500,000 and long term disability
insurance.
5. Xx. Xxxxx'x place of work shall be in or within reasonable daily
traveling distance of the city of St. Louis, Missouri, United States of
America, provided that Xx. Xxxxx may be required to make business
visits elsewhere from time to time in connection with his duties
hereunder.
6. The Company shall reimburse Xx. Xxxxx all reasonable hotel, travel and
other expenses exclusively incurred by him in or about the performance
of his duties hereunder, subject to the production of the appropriate
receipts or vouchers. In the event that aeroplane journeys have to be
undertaken on behalf of the Company, such travel shall be "business
class" category, or equivalent standard. Furthermore, if such travel on
behalf of the Company's business matters shall exceed a period of 4
days. Xx. Xxxxx'x spouse shall, upon Xx. Xxxxx'x request, be provided
with the same facilities at the cost of the Company.
7. (a) During the continuance of his employment hereunder, Xx.
Xxxxx shall, unless prevented by ill health, devote such
time and attention to the business of the Company as the
Board may require, subject to a maximum commitment of 2.5
days per working week, averaged over a period of each
calendar month, and shall do all in his power to promote,
develop, and extend the business
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of the Company and shall at all times and in all respects
conform to and comply with the directions and regulations
made by the Board and also shall not, without the previous
consent of the Board, engage in any other business of a
similar nature to, or competitive with, that carried on by
the Company, its subsidiaries or associates. This shall not
be construed so as to preclude Xx. Xxxxx from serving in the
capacity of an adviser or director to any company or
organisation whose interests are of a dissimilar nature to
those of the Company its subsidiaries or associates. There
are no fixed hours of work in relation to the employment
hereunder.
(b) To the extent that it may reasonably be necessary for Xx
Xxxxx to devote more than the equivalent of 2.5 days per
working week over any calendar month, Xx. Xxxxx may provide
the Company details of the additional time expended and the
nature of the work undertaken and in such circumstances
shall be entitled in respect of such additional time worked
to additional payment at a rate pro rata to his basic
remuneration in clause 4(a) above.
8. This Agreement shall not be terminated by any:
(a) Merger or consolidation where the Company is not the
consolidating or surviving entity; or
(b) Transfer of all or substantially all of the assets of the
Company.
In the event of any such merger or consolidation or transfer of all or
a substantial majority of the assets of the Company, the surviving or
resulting entity or the transferee of the Company's assets shall be
bound by, and shall have the benefit of, the provisions of this
Agreement, and the Company shall endeavour to take all actions
necessary to ensure that such entity or transferee is bound by the
provisions of this Agreement; it being understood, however, that Xx.
Xxxxx'x job title, duties and responsibilities may be changed or
realigned to reflect the fact that the combination has resulted, but
not changed otherwise, to his detriment.
9. Subject to the provisions of the Patent Xxx 0000, if at any time during
the continuance of his employment hereunder, Xx. Xxxxx makes or
discovers or participates in the discovery of any invention or
improvement upon or in addition to an invention which is applicable to
the business for the time being carried on by the Company or its
subsidiaries or associates, the same shall be forthwith communicated by
him to the Company and shall be the absolute property of the Company,
and at the request and expense of the Company, he
4
shall give and supply all such information, data, and drawings as may be
requisite to enable the Company to exploit such invention, improvement,
or addition to the best advantage and shall execute and do all such
documents as may be necessary or desirable for obtaining patent or
similar protection for the same in such part or parts of the world as
may be specified by the Company and for vesting the same in the Company
or as it may direct.
10. Xx. Xxxxx shall not (except in the proper course of his duties
hereunder) either during or after the period of his employment
hereunder, divulge to any person and shall use his best endeavours to
prevent the publication or disclosure of any trade secret or
manufacturing process or any confidential information covering the
business or finances of the Company or any of its dealings,
transactions, affairs, trade secrets or secret manufacturing processes
and any similar confidential information governing any of the
subsidiaries or associates, and all notes and memoranda of such trade
secrets or information made or received by Xx. Xxxxx during the course
of his employment hereunder shall be the property of the Company and
shall be surrendered by Xx. Xxxxx to someone duly authorized in that
behalf at the termination of his employment.
11. Xx. Xxxxx hereby covenants with the Company that he will not within 2
years after ceasing to be employed hereunder, without the consent of the
Company in writing under the hand of a Director duly authorised by a
resolution of the Board, directly or indirectly seek to procure orders
from or do business with any person, firm, or company who, on the date
of Xx. Xxxxx ceasing to be employed hereunder or at any time in the
twelve months prior to that date, was a client or customer of the
Company or its subsidiary or associated companies and with whom in the
course of his employment Xx. Xxxxx shall have had dealings, provided
always that nothing in this clause contained shall be deemed to prohibit
the seeking or procuring of orders or the doing of business not in
direct or indirect competition with the business or businesses aforesaid
or any of them.
12. The Company shall provide Xx. Xxxxx with a motor car appropriate to his
status for his business and personal use. The Company shall pay all
taxation, insurance premiums, maintenance and repair expenses and for
all petrol, oil and other running expenses thereof. Xx. Xxxxx shall at
all times conform to all regulations which may from time to time be
imposed by the Company with respect to motor cars provided by the
Company for use by its personnel.
13. The employment of Xx. Xxxxx hereunder may be determined by the Company
forthwith if Xx. Xxxxx is guilty of any gross default or gross
misconduct in connection with or affecting the business of the Company,
or in the event of any material
5
or substantial breach or non-observance by Xx. Xxxxx of any of the
stipulations herein contained.
14. Notwithstanding the terms and conditions of this Agreement, Xx. Xxxxx
shall be entitled to resign without incurring any penalty upon giving
the Company 24 hours notice if he has bona fide reasons for believing
that any party appointed to the Board of Directors or to an executive
position is or may be prejudicial to the interests of the Company or to
himself and, in addition under any circumstances where he believes that
the identification and development of any product or the purchase of any
organisation or its assets is likely to have similar prejudicial
effects.
15. In the event of any dispute or controversy arising from the Agreement,
the Company shall pay all reasonable legal fees incurred by Xx. Xxxxx in
the settlement of such dispute or controversy, provided that they have
been properly and necessarily incurred by Xx. Xxxxx.
16. This Agreement shall take effect from 1st October 1995 and shall from
that date supersede any and all other agreements, either oral or in
writing and, in particular, Xx. Xxxxx'x agreement with the Company dated
the 10th day of December 1993 and his agreement dated 10th December 1993
with the Company's wholly owned subsidiary XXXX Corporation (a Delaware
corporation) for which, in both cases, he undertakes to relinquish all
rights and entitlements without any claim against the Company or XXXX
Corporation for such relinquishments, and contains all of the covenants
and agreements between the parties with respect to such employment in
any manner whatsoever. Each party to this Agreement acknowledges that no
representations, inducements, promises, or agreements orally or
otherwise, have been made by any party, or anyone acting on behalf of
any party, which are not embodied herein, and that no other agreement
shall be binding or valid. Any modification of this Agreement will be
effective only if it is in writing and signed by both parties hereto.
17. This agreement shall be construed and governed by the laws of England
and Wales and the parties hereby submit to the jurisdiction of the
English Courts.
18. Xx. Xxxxx'x period of continuous employment with the Company commenced
on 1st September 1988.
19. There are no pension entitlements under this Agreement. There is no
contracting out certificate in force in respect of this employment.
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20. There are no disciplinary or grievance rules in place in respect of Xx.
Xxxxx'x employment. Xx. Xxxxx may raise any grievance or concern about
any disciplinary matter with the Board.
SIGNED BY
for and on behalf of
SENETEK PLC
presence of }
/s/ /s/ P.A. Xxxxx
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Witness P.A. Xxxxx
Director
23 Palace Street
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Xxxxxx XX0
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SIGNED by the said Xx. Xxxxxx }
Xxxxx in the presence of }
/S/ Xxxxx Xxxxxxxxxx /s/ Xxxxxx Xxxxx
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Witness Xxxxxx Xxxxx
1714 Xxxxxx
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Xx. Xxxxxxx, XX 00000
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