Exhibit 10.16
DATED 29 November 1996
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(1) PEPTIDE THERAPEUTICS GROUP plc
- and -
(2) XXXXXXX XXXXXXX
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DIRECTOR'S SERVICE AGREEMENT
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PINSENT - XXXXXX
Xxxxxxxx House
00 Xxx Xxxxx Xxxxxx
Xxxxxx XX0X 0XX
Tel: 0000 000 0000
Fax: 0000 000 0000
CONTENTS
CLAUSE PAGE
1 Definitions and Interpretation ....................................... 1
2 Appointment and Term of Employment ................................... 3
3 Duties ............................................................... 3
4 Office of Director ................................................... 5
5 Remuneration ......................................................... 5
5.1 Salary ...................................................... 5
5.2 Car Allowance ............................................... 6
5.3 Schemes ..................................................... 6
5.4 Pension Scheme .............................................. 6
6 Expenses and Communications ......................................... 7
7 Life Assurance ....................................................... 7
8 Medical Expenses Insurance and PHI ................................... 7
9 Holidays ............................................................. 8
10 Sickness Injury and Absence ......................................... 8
11 Confidential Information ............................................. 9
12 Other Business Interests ............................................. 10
14 Automatic Termination ................................................ 12
15 Summary Termination .................................................. 13
16 Termination .......................................................... 14
17 Covenants by the Director ............................................ 16
18 Reconstruction Or Amalgamation ....................................... 17
19 Notices .............................................................. 17
20 Statutory and Other Information ...................................... 17
21 Miscellaneous ........................................................ 18
22 Previous Agreements .................................................. 18
SCHEDULES
1 Statutory Information ................................................ 19
2 Director's Duties .................................................... 20
THIS AGREEMENT is made the day of 1996
BETWEEN:
(1) PEPTIDE THERAPEUTICS GROUP plc a company incorporated in England and Wales
(registered no. 2863682), whose registered office is at 000 Xxxxxxxxx
Xxxxxxx Xxxx, Xxxxxx Xxxx, Xxxxxxxxx, XX0 0XX (the "COMPANY"); and
(2) XXXXXXX XXXXXXX of 0 Xxxxx Xxxxx Xxxx, Xxxxxxx, Xxxxxxxxx XX0 0XX (the
"DIRECTOR").
IT IS AGREED that:-
1 DEFINITIONS AND INTERPRETATION
1.1 In this Agreement:-
"ASSOCIATED COMPANY" means a company which is not a subsidiary of another
but more than twenty (20) per cent of the equity share capital of which is
owned by that other;
"BOARD" means the board of directors of the Company for the time being and
includes where the context so permits any committee of the board of
directors including without limitation the Remuneration Committee and the
Audit Committee;
"COPYRIGHT WORK" and "DESIGN RIGHT WORK" mean respectively any copyright
work or design right work originated, conceived, written or made by the
Director alone or with others which relates or may relate to any product,
service, process, equipment, system or activity of the Company;
"EQUITY SHARE CAPITAL" has the meaning given to it in Section 744 of the
Companies Xxx 0000;
"GROUP" means:-
(i) the Company;
(ii) any holding company of the Company;
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(iii) any subsidiary of the Company or its holding company or any
associated company of any of them;
(iv) any subsidiary undertaking of the Company or its holding company or
any associated company of any of them; and
(v) any associated company or the Company or its holding company or
any subsidiary of any of them;
"GROUP COMPANY" means the Company and any other member of the Group for
the time being;
"HOLDING COMPANY" has the meaning given in Section 736 Companies Xxx 0000:
"INCAPACITY" means any sickness, injury, or other like cause
incapacitating the Director from performing his duties under this
Agreement and "INCAPACITATED" shall be construed accordingly;
"INVENTIONS" means any invention, discovery or improvement including,
without prejudice to the generality of the above, any know-how, design
process. drawing, formula, computer program or specification which relates
or may relate to any product, service, equipment, system or activity of
the Company;
"PEMBROKESHIRE PENSION PLAN" (previously known as the Peptide Pension
Plan) means the approved retirement benefits scheme established by trust
deed dated 10th December 1994 and made between Peptide Therapeutics
Limited, Xxxxxx Xxxxx Xxxx, Xxxx Xxxxxxx Xxxxxxx, Xxxxxx Xxxxx Xxxxxxx
Xxxxx and Xxxxxxxx Xxxxx;
"RECOGNISED INVESTMENT EXCHANGE" has the meaning given in Section 207 of
the Financial Services Xxx 0000;
"SUBSIDIARY" has the meaning given in Section 736 Companies Xxx 0000; and
"SUBSIDIARY UNDERTAKING" has the meaning given in Section 258 of the
Companies Xxx 0000.
1.2 Any reference to a statute or statutory provision shall he deemed to
include a reference to any statutory modification or re-enactment of it or
any enactment
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replacing it and any instrument order or regulation made under such
statute or statutory provision.
1.3 References to Clauses and Schedules are to clauses of and the schedules to
this Agreement.
1.4 The headings in this Agreement are for convenience only and shall not
affect its construction or interpretation.
2 APPOINTMENT AND TERM OF EMPLOYMENT
2.1 The Director shall serve the Company as Licensing Director of the Company.
2.2 The employment of the Director under this Agreement (which shall include
the Director's previous employment by the Company's subsidiary, Peptide
Therapeutics Limited, and shall therefore be deemed to have commenced on 4
January 1994) (subject to termination as provided in Clause(s) 15 and 16)
shall continue from the date hereof until terminated by either party
giving to the other not less than 12 months notice in writing to expire on
or any time after the date hereof.
2.3 Notwithstanding any other terms in this Agreement, the Director shall
retire at the Company's normal retirement age, which is at present 65 (the
"RETIREMENT AGE") whereupon this Agreement shall terminate. The Company
may in its absolute discretion continue to employ the Director after the
Retirement Age upon such terms as the parties to this Agreement shall
agree. Should the Retirement Age conflict with any statutory or regulatory
provision applicable to the Company, the Retirement Age shall be varied to
conform with such provision.
3 DUTIES
3.1 The Director shall during his employment under this Agreement:-
3.1.1 exercise the powers and perform the duties normally required of a
person holding the Post occupied by the Director and appropriate in
his status, qualifications and experience including but without
prejudice to the generality of the foregoing the duties set out in
Schedule 2 and such other duties as the Board may from time to time
properly and reasonably assign
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to him either in his capacity as Director or in connection
with the business of the Company or the business of any one
or more Group Companies (including serving on the board of
or any other executive body or any committee of such Group
Companies):
3.1.2 use all proper and reasonable endeavours to promote, develop
and extend the business of the Company and the Group
Companies; and
3.1.3 at all times and in all respects conform to and comply with
the proper and reasonable directions and regulations of the
Board and shall, except during holidays and periods of
absence due to ill health or incapacity, devote his full
time and attention to the performance of his duties under
this Agreement.
3.2 The Directors normal place of work shall be anywhere in the United
Kingdom provided that he may he required by the Company to travel
(whether within or outside the United Kingdom) on the business of the
Company or any Group Company.
3.3 If the Company requires the Director to work permanently at a place
which necessitates a move from his present address the Company will
reimburse the Director for all removal expenses directly and
reasonably incurred as a result of the Company's requirement.
3.4 The Director shall keep the Board properly informed (in writing if so
required by the Board) of his conduct of all business on behalf of the
Company and any Group Company and shall give to the Board all such
information as to the affairs of the Company and the Group as it shall
properly and reasonably require.
3.5 The Director shall not during the term of this Agreement without the
written consent of the Board make or seek to make on behalf of
himself or (otherwise than properly in the performance of his duties
to the Company) on behalf of any other person, firm or company any
contract or other arrangement of a commercial nature with any actual
or prospective customer, contractor or supplier of the Company or any
Group Company.
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3.6 The Director shall not during the term of this Agreement without the
consent of the Board seek or accept from any actual or prospective
customer, contractor or supplier of the Company or any Group Company
any gift, gratuity or benefit of more than a trivial value or any
hospitality otherwise than properly in the performance of his duties
to the Company or any Group Company of a kind and value not lavish,
extravagant or inappropriate.
3.7 The Company may during any period of notice to terminate the
employment of the Director under this Agreement or for the purpose of
investigating a complaint against the Director or otherwise where in
the opinion of the Board the interests of the Company so require
suspend or exclude the Director for any period not exceeding six
months from the performance of his duties on full salary and with full
entitlements to other benefits and require the Director to stay away
from any premises of the Company or any Group Company and to have no
contact with all or any officers, employees, agents, customers,
clients, suppliers or other parties involved, engaged or interested in
the operation of the business of the Company or any Group Company or
any part of them or any joint venture in which they may be engaged or
interested and during the whole or any part of any period of
suspension to undertake such work as the Board may reasonably require
and the parties agree and declare that there is no obligation on the
part of the Company to provide the Director with work to do.
4 OFFICE OF DIRECTOR
During his employment under this Agreement the Director shall not
(without prejudice to the Director's rights and remedies under this
Agreement and at common law in circumstances constituting constructive
dismissal) do anything that would cause him to be disqualified from
continuing to act as a director of the Company.
5 REMUNERATION
5.1 Salary
The Director shall be paid by way of remuneration for his services
under this Agreement a salary of (pound)83,000 per annum (or such
greater amount as the Board may in its discretion from time to time
decide or award pursuant to the Company's annual salary review)
inclusive of any directors' fees payable to him under the articles of
association of the Company and any Group Companies. The salary shall
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accrue from day to day and be paid by equal monthly instalments in
arrear on or about the 25th day (excluding weekends and public
holidays) of every month or otherwise in accordance with the Company's
policy from time to time. The Company reserves the right to deduct or
withhold from the Director's salary any amounts owing to the Company
by the Director.
5.2 Car Allowance
The Company shall pay the Director a yearly car allowance of
(pound)6,800 payable together with his salary.
5.3 Schemes
5.3.1 The Director shall be entitled to participate as from the date of this
Agreement in The Peptide Therapeutics 1996 Unapproved Share Option
Scheme and The Peptide Therapeutics 1995 Savings-Related Share Option
Scheme and The Peptide Therapeutics 1996 Approved Share Option Scheme
(together the "Scheme") for the time being in force subject to the
rules applicable to the Schemes as amended or varied from time to time
at the Company's discretion and subject always in the case of the
Peptide Therapeutics 1995 Unapproved Share Option Scheme to the
exercise by the Remuneration Committee of its discretion to grant
options under that scheme.
5.3.2 The Director shall have no right to membership of any of the Schemes
other than by virtue of his employment and any such right or benefit
which might have vested in or accrued to the Director under the
Schemes shall laps and be disregarded for the purpose of calculating
any claim by the Director arising from the termination of the
employment.
5.4 Pension Scheme
The Director shall he entitled to benefits under the Pembrokeshire
Pension Plan and the Company shall, subject to applicable Inland
Revenue limits and requirements concerning employer contributions
during the employment of the Director under this Agreement, pay as a
contribution into the Pembrokeshire Pension Plan an amount per annum
equal to 10 per cent of the Director's basis salary at the
commencement of that year.
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6 EXPENSES AND COMMUNICATIONS
6.1 The Company shall by way of reimbursement pay or procure to be paid to
the Director all reasonable travelling, hotel, entertainment and other
expenses (including payment of business mileage at the Company's rate
applying from time to time) properly incurred by him in or about the
performance of his duties under this Agreement provided that the
Director supplies such evidence as to such expenses as the Board may
reasonably require.
6.2 The Company shall provide the Director with a telephone and facsimile
in his private residence and also a mobile telephone and shall pay all
rental and call charges properly incurred in respect thereof provided
always that the Director it required by the Company provides evidence
reasonably satisfactory to the Finance Director or Chairman of the
rental and call charges incurred.
7 LIFE ASSURANCE
The Company shall during the term of this Agreement provide the
Director with life assurance cover which in the event of the
Director's death while employed under this Agreement shall pay to the
Director's chosen dependants a sum equal to four times his basic
annual salary, subject to any limits, terms and conditions imposed by
statute or the relevant insurance company including the requirement
for a medical examination.
8 MEDICAL EXPENSES INSURANCE AND PHI
8.1 The Company shall during the term of this Agreement cover the cost of
membership for the Director and the Director's spouse and dependants
of an appropriate private patients medical plan with "BUPA" or such
other reputable medical expenses insurance scheme as the Company shall
decide from time to time, subject to the rules of the scheme and the
approval of his application for membership by the relevant insurer.
8.2 The Company shall effect permanent health insurance ("PHI") for the
benefit of the Director upon such terms as shall provide for the
payment to the Director throughout the period of his ill-health or
disability with the exception of the first 26 consecutive weeks
thereof of sums at a rate per annum equal to 75 per cent of
pensionable
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salary on the date such absence commences less the amount of a single
person's state sickness benefits.
9 HOLIDAYS
9.1 The Director shall be entitled to not less than 25 days paid holiday
in each holiday year to be taken at a time or times agreed with the
Board in addition to any usual statutory, bank or other public
holidays observed by the Company, or if so required by the Company, on
other days in lieu of them. The "holiday year" of the Company shall be
1st January to 31st December.
9.2 Holiday entitlement shall accrue on a monthly basis throughout the
whole holiday year. Any holiday entitlement not taken by 1st January
in the next holiday year will he lost.
9.3 On the termination of the Director's employment under this Agreement
whenever and however it may occur the Director shall be entitled to be
paid in lieu of any holiday entitlement outstanding or as the case may
be shall be obliged to repay to the Company salary in respect of any
holiday taken in excess of his actual entitlement in each case on a
proportional basis.
9.4 The Company may require the Director to take all or part of any
outstanding holiday entitlement during a period of notice to terminate
the employment under this Agreement.
10 SICKNESS INJURY AND ABSENCE
10.1 If the Director should he prevented by sickness injury or other cause
from performing his duties under this Agreement he shall notify the
Company as soon as possible and if this incapacity continues for seven
(7) or more consecutive days he shall submit a medical practitioner's
certificate to the Company on the eighth day and weekly thereafter.
10.2 Subject to the other provisions of this Clause, the Director shall if
incapacitated sickness or injury from performing his duties be
entitled to his full remuneration and benefits during a period of such
incapacity not exceeding 26 weeks in any period of 12 months provided
that the remuneration so paid to the Director shall be taken to
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11.2 The Director shall not during his employment under this Agreement, or
at any time after, use or exploit except for the benefit of the
Company or disclose to any third party any Confidential Information
except:
11.2.1 during his employment under this Agreement in the
performance of his duties; or
11.2.2 with the express written consent of the Board; or
11.2.3 in compliance with an order of a competent court.
11.3 The Director shall during his employment under this Agreement use
reasonable endeavours to prevent the unauthorised use or disclosure of
any Confidential Information by any other officer, employee or agent
of the Company and shall be under an obligation to report to the Board
any such unauthorised use or disclosure of any Confidential
Information which comes to his knowledge.
12 OTHER BUSINESS INTERESTS
The Director shall not during the period of his employment under this
Agreement and for a period of 12 months after ceasing to be employed
under this Agreement without the written consent of the Board be
directly or indirectly engaged, concerned or interested whether as
director, officer, employee, agent, shareholder, partner, proprietor
or otherwise in any business any of the activities of which is in
competition with any of the activities of the Company or any Group
Company provided that nothing in this Clause shall preclude the
Director from holding or being otherwise interested in shares or
securities of any company quoted on any recognised investment exchange
so long as the interest of the Director in such shares or other
securities does not extend to more than five (5) per cent, of any
class of shares or other securities in the relevant company and
provided that the Director shall make full and accurate disclosure to
the Board upon request of all shares and securities which he holds or
in which he is beneficially interested.
13 COPYRIGHT INVENTIONS AND DESIGN RIGHT
13.1 It shall be a duty of the Director during his employment under this
Agreement to consider and keep under review the ways if any in which
the products, services,
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processes, equipment, systems and activities of the Company might be
improved and/or enhanced.
13.2 If during his employment hereunder the Director alone or with others
makes or discovers any Invention he shall promptly disclose it to the
Board giving full particulars of it including all necessary drawings
models and specifications.
13.3 The Director agrees and acknowledges that because of the nature of his
duties and the responsibilities arising from them he has a special
obligation to further the interests of the Company so that all
Inventions made by the Director in the performance of his duties or as
a result of any special project for the Company outside the scope of
his normal duties and all rights in such Inventions shall belong to
the Company.
13.4 The Director shall promptly disclose to the Board any Copyright Work
and/or Design Right Work made by him during his employment hereunder
and hereby acknowledges that by virtue of his employment the copyright
and/or design right in any such Work vests automatically and forthwith
in the Company. If the Company shall elect to name the Director as the
author of any such Copyright Work and/or Design Right Work then the
Director hereby waives all and any moral rights in such Work and
without prejudice to the generality of the above the right to object
to derogatory treatment the Work and the Company may in its absolute
discretion make all such additions and alterations to and deletions
from and adaptations of such Copyright Work and Design Right Work as
it shall think fit.
13.5 The Director shall at the cost of the Company on demand execute all
such documents and do all such other acts as the Company shall require
to enable the Company or its nominee to obtain the full benefit of any
Invention, Copyright Work and Design Right Work to which the Company
is entitled and all rights therein and to secure such patent, utility
model, copyright or design registration or similar protection in any
part of the world as the Company may consider appropriate.
13.6 The Director hereby irrevocably appoints the Company to be his
attorney in his name and on his behalf to execute all such documents
and do all such acts as may be necessary or desirable to give effect
to this clause.
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13.7 If the Director shall during his employment hereunder make or discover
any Invention or make, originate, conceive or write any Copyright Work
or Design Right Work in which despite the previous provisions of this
Clause any intellectual property rights belong to the Director not the
Company then the Director shall if so required by the Board negotiate
in good faith with the Company for the assignment or licensing to the
Company or its nominee of such rights upon such terms as shall fairly
represent the market value of such rights and shall be agreed between
the parties or in default of agreement determined by a Member of the
Chartered Institute of Patent Agents who shall be nominated in default
of agreement by the President of that Institute for the time being and
who shall act as an expert not an arbitrator and whose decision shall
save for fraud or error manifest on the face of it be binding upon the
parties.
13.8 The Company shall not be under any obligation to take any step to
register any patent or other right in respect of or to develop or
exploit any Invention or Copyright or Design Right Work made
discovered originated conceived or written by the Director.
13.9 Nothing in this Clause shall he taken to limit or derogate from the
obligations of the Director under Clause 11 above.
14 AUTOMATIC TERMINATION
The employment of the Director under this Agreement shall terminate
automatically in the event of his ceasing to be a director of the
Company and in that event the Director shall have no claim for damages
against the Company unless he shall so cease:-
14.1 by reason of his not being re-elected as a director of the Company at
the annual general meeting of the Company held next after the
commencement of his employment: or
14.2 by reason of his not being re-elected as a director of the Company at
any annual general meeting of the Company at which he is to retire by
rotation; or
14.3 by virtue of a resolution passed by the members of the Company in
general to remove him as a director; or
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14.4 by virtue of his removal from his office as a director by notice in
writing signed by all his co-directors served in accordance with the
Company's Articles of Association; or
14.5 in circumstances where he is either wrongfully or constructively
dismissed by the Company.
and at the time of such failure to re-elect or of such removal the
Company is not otherwise entitled to determine his employment under
this Agreement.
15 SUMMARY TERMINATION
The employment of the Director under this Agreement may be terminated
by the Company immediately without notice if:-
15.1 the Director is or becomes incapacitated under this Agreement for
one hundred and eighty (180) working days in aggregate in any period
of twelve (12) months;
15.2 the Director shall be or become of unsound mind or be or become a
patient under the Mental Health Xxx 0000 or for any purpose of any
statute relating to mental health; or
15.3 the Director shall enter into any composition or arrangement with or
for the benefit of his creditors including a voluntary arrangement
under the Insolvency Xxx 0000; or
15.4 the Director shall be made the subject of a bankruptcy order or
administration under or shall apply for an interim receiving order
under the Xxxxxxx 000 Xxxxxxxxxx Xxx 0000; or
15.5 the Director shall commit any act of dishonesty whether relating to
the Company, any Group Company, any employee of the Company or any
Group Company or otherwise; or
15.6 the Director is guilty of any gross misconduct or commits any serious
or persistent breach of any of his obligations to the Company or any
Group Company whether under this Agreement or otherwise or refuses or
neglects to comply with any lawful
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orders or directions given to him by the Company consistent with the
terms of this Agreement; or
15.7 the Director is guilty of any conduct tending to bring himself, the
Company or any Group Company into serious disrepute; or
15.8 the Director is prohibited or disqualified from holding the office
which he holds in the Company or any Group Company in which he is
concerned or interested or if he resigns from any such office without
the prior written consent of the Company or any Group Company of which
he has been appointed a director; or
15.9 the Director is convicted of any criminal offence for which a
custodial sentence may be imposed (other than an offence under the
Road Traffic legislation in the United Kingdom or elsewhere for which
a fine or non-custodial penalty is imposed); or
15.10 the Director shall come to be addicted to or habitually under the
influence of any drug (not being a drug prescribed for him by a
medical doctor for the treatment of a condition other than drug
addiction) the possession of which is controlled by law; or
15.11 the Director is convicted of any offence regarding insider dealing
under the Criminal Justice Xxx 0000 or under any other present or
future statutory enactment or regulation relating to insider dealing.
16 TERMINATION
16.1 Upon the termination of the Director's employment under this Agreement
for whatever reason whether under Clause 14 or Clause 15:-
16.1.1 the Director shall at the request of the Company forthwith
resign from any and all offices whether as director or
otherwise which he holds in the Company and in any Group
Company without prejudice to any other rights accruing to
either party hereto and the Director hereby irrevocably
authorises the Company to appoint a person in his name and
on his behalf to execute all documents including any
resignations and to do all such other acts as are necessary
to give effect to this provision;
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16.1.2 the Director shall deliver to the Company forthwith all
books, documents, records, statistics, accounts and other
materials or data which is the property of the Company or
any Group Company including all copies in whatever form and
all keys and other property of the Company or any Group
Company then in his possession; and
16.1.3 the termination shall not affect those terms of this
Agreement which are expressed to have effect thereafter and
shall be without prejudice to any accrued rights or remedies
of the parties.
16.2 The Company reserves the right to make a payment in lieu of any period
of notice to terminate the employment of the Director under this
Agreement and to deduct sums equivalent to tax and national insurance
payable on any such payment.
16.3 The Director shall not at any time make any untrue statement in
relation to the Company or any Group Company, and in particular shall
not in the event of termination of his employment under this Agreement
wrongfully represent himself as being employed or connected with the
Company or any Group Company.
16.4 It shall be a fundamental term of this Agreement that the Director
shall comply at all times with the "Model Code on Directors Dealings
in Securities" as set out in Chapter 16 of the Listing Rules of the
London Stock Exchange issued from time to time (the "Model Code") and
it shall be the responsibility of the Director to make himself aware
of time provisions of the Model Code and the parties agree that any
breach by the Director of the Model Code shall at the election of the
Board be gross misconduct for the purpose of Clause 15.6. If the
Director or any other person shall effect any transaction which in the
reasonable judgement of the Board constitutes a breach on the part of
the Director of the Model Code then without prejudice to its rights
under Clause 16.1 of this Agreement the Board may by notice in writing
to the Director require him within a time stipulated in the notice to
reverse the transaction and account to a registered charity nominated
in the notice by the Board for any profit made by the Director or any
other person upon the transaction but the Company shall not be liable
to indemnify the Director or any other person for any loss made upon
such transaction.
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17 COVENANTS BY THE DIRECTOR
17.1 The Director covenants with the Company that for a period of 12 months
after the termination of his employment with the Company without the
prior written consent of the Board he will not on his own behalf or by
an agent or on behalf of any person, firm or company directly or
indirectly:-
17.1.1 canvass, solicit, deal with or entice away or attempt to
canvass, solicit, deal with or entice away any of the
business of (a) any customer of the Company or any Group
Company whether a person, firm, company, association or
government body with whom and in relation to which business
the Director shall have had dealings in the course of his
employment at any time in the period of 12 months preceding
the date of termination of his employment and/or (b) any
prospective customer of the Company or any Group Company
with which the Director shall have been directly or
indirectly involved at any time in the period of 12 months
preceding the date of termination of his employment in
seeking to obtain business for the Company or any Group
Company from any such potential customer; and
17.1.2 endeavour to entice away any person who was at the date of
such termination employed or engaged by the Company or any
Group Company in a senior capacity and with whom the
Director had dealings during the course or his employment
provided that nothing in this Clause shall prohibit in the seeking or
procuring of orders or the doing of business not relating or not
similar to the business of the Company or any Group Company.
17.2 If any covenant contained in this Clause 17 or Clause 12 shall be held
invalid or unenforceable or void but would not be so held if some part
of it were deleted, modified or varied then such provision shall apply
with such deletion, modification or variation as may be necessary to
make it valid and effective.
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18 RECONSTRUCTION OR AMALGAMATION
If the employment of the Director under this Agreement is terminated
by reason of the liquidation of the Company for the purpose of
reconstruction or amalgamation or other reconstructions of the Company
not involving a liquidation and the Director is offered employment
with any company, concern or undertaking resulting from the
reconstruction or amalgamation on terms and conditions not less
favourable than the terms of this Agreement then the Director shall be
obliged to accept such offer and shall have no claim against the
Company in respect of the termination of his employment under this
Agreement.
19 NOTICES
19.1 Any notice required or permitted to be given under this Agreement
shall be given in writing, delivered personally or sent by first class
pre-paid recorded delivery post (air mail if overseas) or by facsimile
to the party (provided the original is put in the post on the same
day) due to receive such notice at, in the case of the Company, its
registered office from time to time and, in the case of the Director
his address as set out in this Agreement (or such address as he may
have notified to the Company in accordance with this Clause).
19.2 Any notice delivered personally shall be deemed to be received when
delivered to the relevant address as provided in Clause 19.1 and any
notice sent by pre-paid recorded delivery post shall be deemed (in the
absence of evidence of earlier receipt) to be received 2 days after
posting (6 days if sent by air mail) and in proving the time of
despatch it shall be sufficient to show that the envelope containing
such notice was properly addressed, stamped or franked and posted. A
notice sent by facsimile shall be deemed to have been received on
receipt by the sender of a confirmatory facsimile transmission report
(provided the original was put in the post on the same day).
20 STATUTORY AND OTHER INFORMATION
Schedule 1 to this Agreement sets out information required to be given
to the Director by the Employment Rights Act 1996 so far as such terms
are not set out in the body of this Agreement.
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21 MISCELLANEOUS
21.1 This Agreement is governed by and shall be construed in accordance
with the laws of England.
21.2 The parties to this Agreement submit to the exclusive jurisdiction of
the English courts regarding any dispute or claim arising under this
Agreement.
21.3 No amendment to this Agreement shall he effective unless in writing
and signed by the Director and by or on behalf of the Company (other
than by the Director).
21.4 No waiver of any provision of this Agreement shall be effective unless
made in writing and signed by the Director and by or on behalf of the
Company (other than by the Director).
22 PREVIOUS AGREEMENTS
As from the date of this Agreement all previous agreements between the
Company or any Group Company and the Director relating to the
employment of the Director, shall be deemed to have been terminated
and shall cease to have effect but without prejudice to any accrued
right of the parties up to the date of termination.
IN WITNESS WHEREOF this Agreement has been duly executed as a deed by the
parties and is intended to be and is hereby delivered on the date first above
written
18
SCHEDULE 1
(Statutory Information)
1. Continuous Employment: A period of employment with the Company's
subsidiary, Peptide Therapeutics Limited, does count as part of the
Director's continuous period of employment with this Company. Such
period commenced on 4th January 1994.
2. Hours of Work: The Director's normal hours of work are seven (7) hours
per day Monday to Friday inclusive, with a one hour break, between the
hours of 09.00 and 17.00, and such further hours as are reasonably
necessary for the performance of his duties.
3. Pensions: No contracting-out certificate is in force in respect of the
Director's employment under this Agreement.
4. Disciplinary procedure: The Director shall be expected to exhibit a
high standard of propriety in all his dealings with and in the name of
the Company and any Group Company. Any disciplinary procedures
undertaken by the Company shall at all times be carried out in a fair
and reasonable manner. The Director shall be informed of any complaint
against him, and the Director shall be given an opportunity to state
his side of the case to the Board. The Director shall have the option
of having a representative with him.
5. Grievance procedure: Subject to the Company's general policy
concerning grievance procedures from time to time in force, any
grievance should first be raised with the Chairman of the Board,
however if the grievance concerns the Chairman, the matter should be
raised with another Board member. In order to avoid misunderstandings
all grievances should be recorded in writing. If the matter cannot be
resolved then the grievance should be taken to the Board for
resolution, with the decision of the Board being final.
6. Collective agreements: There are no collective agreements which
directly affect the terms and conditions of the employment of the
Director.
19
EXECUTED (but not delivered )
until the date hereof) AS A )
DEED by PEPTIDE )
THERAPEUTICS GROUP plc )
/s/ [ILLEGIBLE] Signature of Director
---------------------
[ILLEGIBLE] Name of Director
---------------------
/s/ [ILLEGIBLE] Signature of Director/Secretary
---------------------
[ILLEGIBLE] Name of Director/Secretary
---------------------
SIGNED (but not delivered )
until the date hereof) )
AS A DEED by )
XXXXXXX XXXXXXX )
in the presence of:- )
/s/ [ILLEGIBLE] Signature of Witness
---------------------
[ILLEGIBLE] Name of Witness
---------------------
[ILLEGIBLE] Address of Witness
---------------------
[ILLEGIBLE]
---------------------
[ILLEGIBLE]
---------------------
[ILLEGIBLE]
---------------------
[ILLEGIBLE] Occupation of Witness
---------------------
21
[LETTERHEAD OF PEPTIDE THERAPEUTICS]
Xxxxxxx Xxxxxxx 18th September 1998
0 Xxxxx Xxxxx Xxxx
Xxxxxxx
Xxxxxxxxx
X000 0XX
Dear Nick,
I am pleased to inform you that the Remuneration Committee agreed that your
salary would increase to (pound)120,000 from 1st July 1998 and your car
allowance be increased to (pound)10,000 per annum. These payments will be
reflected in your September salary.
Yours sincerely,
/s/ Dr. Xxxx Xxxxx
Dr. Xxxx Xxxxx
Chief Executive
