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EXHIBIT 10.25
From: Therapeutic Antibodies (UK) Limited
00-00 Xxxxxxx Xxxxxx
Xxxxxx
XX0X 0XX
Tel: 0000 000 0000
To: Xxxxxx Xxxxxx
Briarwood
Xxxxxxxxxxxx Xxxx
Xxxxxxxx Xx Xxxxx
Xxxxx XX0 0XX
1 September 1998
APPOINTMENT AS NON-EXECUTIVE CHAIRMAN
Dear Stuart:
I am pleased to set out below the detailed terms of your appointment as Chairman
of Therapeutic Antibodies Limited (the "Company"). To signify your agreement,
please sign and return to me the enclosed copy of this letter as indicated.
1. APPOINTMENT AND DUTIES
(1) You will serve the Company as non-executive Chairman with effect from 1
September 1998 on the terms of this agreement (the "Appointment").
(2) You will devote such time as is reasonably necessary to the Appointment
(having regard to its non-executive nature), and you will use your best
endeavours to promote and protect the interests of the Company and its
subsidiaries (the "Group").
(3) Your role as Chairman will include responsibility for chairing board
meetings and shareholder meetings and you will also ensure, so far as
you are reasonably able, that the corporate governance of the Company
conforms with prevailing guidelines. Your specific responsibilities are
as agreed with the Board.
(4) You will report to the Board such information regarding the affairs of
the Group as it may from time to time require. You will be based at
your City of London office or as may be otherwise agreed but will
travel to such other locations as may be necessary for the proper
performance of your duties hereunder.
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2. SALARY
The Company will pay you a salary of (pound)10,000 per annum payable
monthly in arrears. No other fees or benefits will be payable in
respect of your Appointment under this contract.
3. EXPENSES
The Company will reimburse you (on production of such evidence as it
may reasonably require) the amount of all travelling and other expenses
properly and reasonably incurred by you in the discharge of your duties
under the Appointment in accordance with Company guidelines.
4. PENSION AND OTHER INSURANCES
(1) You will be responsible for your own pension arrangements and no
contributions will be payable by the Company.
(2) You will not be eligible for membership of any of the Company's
insurance or medical schemes.
5. TERM AND TERMINATION
(1) The Appointment will continue subject to 12 months' notice being given
by either party to terminate such appointment, save that the Company
may not terminate this Appointment before 31 August 2001.
(2) On the lawful termination of the Appointment you shall immediately
resign all offices held by you in any Group Company (without prejudice
to the rights of any party arising out of this agreement or the
termination of the Appointment).
6. RESTRICTIONS
During the period of your Appointment you will not accept any other
appointments with companies which are competitors of the Company or
which will affect your ability to perform your duties as non-executive
Chairman.
7. CONFIDENTIALITY
(1) You will not make use of or divulge to any person, and shall use your
best endeavours (it being agreed that you are not required to take
steps following a breach of confidentiality by a third party beyond
informing the Board as soon as is reasonably practicable) to prevent
the use, publication or disclosure of, any information of a
confidential or secret nature concerning the business of the Company or
any Group Company and which comes to your knowledge
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during the course of or in connection with your holding any office
within the Group.
(2) This clause shall not apply to information which is:
(a) used or disclosed in the proper performance of your duties or
with the prior written consent of the Company; or
(b) ordered to be disclosed by a court of competent jurisdiction
or otherwise required to be disclosed by law.
8. GOVERNING LAW
This agreement shall be governed by and construed in accordance with
English law.
9. NOTICES
(1) Any notice or other document to be served under this agreement may, in
the case of the Company, be delivered or sent by first class post or
facsimile process to the Company at its registered office for the time
being marked for the attention of the Company Secretary and, in your
case may be delivered or sent by first class post to the address set
out above.
(2) Any such notice or other document shall be deemed to have been served:
(a) if delivered, at the time of delivery;
(b) if posted, at 10:00 a.m. on the second day (being any day
other than a Saturday, Sunday or bank holiday) ("Working Day")
after it was put into the post; or
(c) if sent by facsimile process, at the expiration of two hours
after the time of despatch, if despatched before 3:00 p.m. on
any Working Day, and in any other case at 10:00 a.m. on the
Working Day following the date of despatch.
(3) In proving such service it shall be sufficient to prove that delivery
was made or that the envelope containing such notice or other document
was properly addressed and posted as a pre-paid first class letter or
that the facsimile message was properly addressed and despatched as the
case may be.
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Yours sincerely
/s/ Xxxxxx X. Xxxxx, Chief Executive
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For and on behalf of
THERAPEUTIC ANTIBODIES (UK) LIMITED
I confirm my agreement to the terms of this letter and its schedule.
/s/ Xxxxxx Xxxxxx Dated: 1st September 1998
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X. X. Xxxxxx
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