AMENDMENT NO. 1 TO
SERVICE AGREEMENT BETWEEN
HUNTINGDON LIFE SCIENCES LIMITED
AND
JULIAN XXXXXXX XXXXXXXXX
DATED AS OF APRIL 15, 2002
This is Amendment No. 1, dated as of April 15, 2002 (this "Amendment") to
that certain Service Agreement, dated as of April 29, 1999 (the "Agreement"),
between Huntingdon Life Sciences Limited (the "Company") and Julian Xxxxxxx
Xxxxxxxxx (the "Executive"). Capitalized terms used but not defined herein shall
have the meanings ascribed to them in the Agreement.
In consideration of the promises and mutual covenants set forth herein and
in the Agreement, the parties hereto agree as follows:
1. The definition of the term "Holding Company" in Section 1(1) of the
Agreement shall be amended to delete the words "Huntingdon Life Sciences
Group plc" and replace them with "Life Sciences Research, Inc."
2. The remuneration of the Executive set forth in Section 6(1) of the
Agreement shall be amended by deleting the words "(pound)80,000 gross per
year" and replacing them with the words "(pound)125,000 gross per year".
3. The provision with respect to payment to Executive upon termination
of employment set forth in Section 16(1) of the Agreement shall be amended
by deleting the words "net basic salary referred to in clause 6(1) at the
then applicable rate for all or any unexpired part of the notice period"
and adding instead "in an amount equal to the Executive's annualized salary
plus any additional compensation (such as bonus or incentive compensation)
earned or received by the Executive from the Company in the prior twelve
months."
4. A new Section 25 with respect to payment to Executive in connection
with termination of employment following a Change of Control is added as
follows:
If within the twelve months following a Change of Control of Parent
the Executive's employment is terminated by the Company without Cause or
the Executive resigns such employment for Good Reason, then within 30 days
after such termination or resignation the Company shall make a lump sum
severance payment in cash to Executive in an amount equal to 2.99 times the
Executive's then current annualized base salary plus 2.99 times any
additional compensation (such as bonus or incentive compensation) earned or
received during the 12 months prior to such termination or resignation.
For purposes of this Section 25, and notwithstanding any other use of
the specified term elsewhere in this Agreement,
"Cause" shall mean (a) breach of fiduciary duty involving personal
profit, (b) conviction of a felony, (c) violation of the confidentiality
provisions of this Agreement or (d) intentional failure to perform stated
duties of employment that materially adversely affect the Company's
interests.
"Change of Control" shall mean, notwithstanding the prior occurrence
of any other event constituting a "change of control" (a) the acquisition
by any person or group of, or the entering into of any agreement by any
person or group to acquire by purchase, merger, consolidation or otherwise,
or the commencement of a tender offer or exchange offer by any person or
group for, beneficial ownership (within the meaning of Rule 13d-3
promulgated under the Securities Exchange Act of 1934, as amended) of
shares resulting in the beneficial ownership of thirty percent (30%) or
more of the total number of votes which may be cast for the election of
directors of Parent, or (b) the acquisition by any person or group or the
entering into of any agreement by any person or group to acquire all or
substantially all of the assets of the Parent, or (c) the persons who were
directors of the Parent prior to any cash tender offer or exchange offer,
merger or other business combination or other reorganization, sale of all
or substantially all of Parent's assets, contested or other election or any
combination of the foregoing transactions cease to constitute at least a
majority of the Board following any of such transactions, or (d) any other
change of control of a nature that would be required to be reported
(assuming such event has not been previously reported) in response to Item
1(a) of the Current Report on Form 8-K, as in effect on the date hereof,
pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as
amended."
"Good Reason" shall mean:
(a) After a Change of Control of the Parent shall have occurred, and
without the express written consent of Executive, he is given a title or
assigned any duties materially inconsistent with his position, duties,
responsibilities or status with the Company as in effect immediately prior
to such Change of Control;
(b) The base salary of Executive, and/or incentive compensation
opportunity and/or benefits, is reduced below that in effect at the date
hereof or at the time of the Change of Control as applicable; or
(c) Without the express written consent of Executive, he is required
after a Change of Control to be permanently based anywhere other than
within a 30 mile radius of his office location immediately prior to Change
of Control, except for required travel on the Company's business to an
extent consistent with his duties hereunder.
5. This Amendment shall be binding upon any successors or permitted assigns
of the Company and/or Parent.
6. This Amendment shall be governed by the laws of England.
The parties hereto have executed and delivered this Amendment as of the
date first above written.
HUNTINGDON LIFE SCIENCES LIMITED
By: /s/ Xxxxx Xxxx
Name: Xxxxx Xxxx
Title: Managing Director
JULIAN XXXXXXX XXXXXXXXX
/s/ Xxxxxx Xxxxxxx Xxxxxxxxx
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