DATED 2000
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(1) HUNTINGDON LIFE SCIENCES, INC.
- and -
(2) XXXXXXX X. XXXXXXXXXX
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SERVICE AGREEMENT
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I N D E X
Clause No. Page No.
1. DEFINITIONS AND INTERPRETATION.......................................1
2. TERM OF EMPLOYMENT...................................................2
3. DUTIES...............................................................2
4. GRATUITIES AND CODES OF CONDUCT......................................3
5. REMUNERATION.........................................................3
6. PENSION SCHEME.......................................................4
7. OTHER BENEFITS.......................................................4
8. SHARE OPTIONS........................................................5
9. EXPENSES.............................................................6
10. HOLIDAYS.............................................................6
11. ILLNESS..............................................................6
12. RESTRICTIONS DURING EMPLOYMENT.......................................7
13. CONFIDENTIALITY......................................................7
14. TERMINATION OF EMPLOYMENT............................................8
15. SUSPENSION...........................................................9
16. RESIGNATION AND RETURN OF COMPANY PROPERTY...........................9
17. RECONSTRUCTION OR AMALGAMATION......................................10
18. RESTRICTIONS........................................................10
19. SEVERABILITY........................................................13
20. NOTICES.............................................................13
21. MISCELLANEOUS.......................................................13
T H I S A G R E E M E N T is made on 2000
BETWEEN:
(1) HUNTINGDON LIFE SCIENCES INC having offices at Xxxxxxx Xxxx, Xxxx
Xxxxxxxxx, Xxx Xxxxxx, 08875 (the "Company"); and
(2) XXXXXXX X XXXXXXXXXX of 00-00 Xxxxxxxxx Xxxxx, Xxxx Xxxx, Xxx Xxxxxx, 00000
(the "Executive").
IT IS AGREED that the Company shall employ the Executive and the Executive shall
serve the Company as Vice President on the following terms and subject to the
following conditions (the "Agreement"):
1. DEFINITIONS AND INTERPRETATION
(1) In this Agreement unless the context otherwise requires the following
expressions shall have the following meanings: "Associated Company"
means:
(a) a company which is not a Subsidiary of the Parent but whose
issued equity share capital (as defined in s744 of the
Companies Act 1985 as it applies to UK law) is owned as to
at least 20% by the Parent or one of its Subsidiaries; and
(b) a Subsidiary (as defined below)
"Board" the board of directors for the time being of the Parent ;
"Group" means the Parent and its Subsidiaries and Associated Companies for
the time being and "Group Company" means any one of them;
"Parent" means Huntingdon Life Sciences Group plc or any other company
which is for the time being the ultimate holding company of the
Company where such ultimate holding company either (i) holds (directly
or indirectly) a majority of the voting rights of the Company; or (ii)
has the right to appoint or remove a majority of its board of
directors;
"Subsidiary" means a subsidiary where the Company either (i) holds directly
or indirectly) a majority of the voting rights of the Subsidiary; or
(ii) has the right to appoint or remove a majority of the Subsidiary's
board of directors;
"Working Day" means a day other than a Saturday, Sunday or bank or other
public holiday.
(2) Any reference to a statutory provision shall be deemed to include a
reference to any statutory modification or re-enactment of it.
(3) The headings in this Agreement are for convenience only and shall not
affect its construction or interpretation.
(4) References in this Agreement to a person include a body corporate and
an incorporated association of persons and references to a company
include any body corporate.
(5) Where appropriate, references to the Executive include his personal
representatives.
2. TERM OF EMPLOYMENT
(1) The employment of the Executive commenced on September 2, 1998 and
(subject to termination as provided in clauses 11(2) and 14 below)
shall be for an indefinite period terminable by the Company giving to
the Executive 12 months notice in writing or by the Executive giving
to the Company 30 days notice in writing.
(2) Notwithstanding clause 2(1) above the employment of the Executive
shall automatically terminate on the day when the Executive reaches
age 65 or the normal retiring age applicable to senior executives of
the Group from time to time.
(3) The Executive represents and warrants that he is not bound by or
subject to any court order, agreement, arrangement or undertaking
which in any way restricts or prohibits him from entering into this
Agreement or performing his duties under it.
3. DUTIES
(1) The Executive shall during his employment under this Agreement:
(a) perform the duties and exercise the powers which the Chairman or
Managing Director of the Parent may from time to time properly
assign to him in his capacity as Vice President or in connection
with the conduct and management of the business of the Company or
the business of any Group Company (including serving on the board
of such Group Company or on any other executive body or any
committee of such a company); and
(b) do all in his power to promote, develop and protect the business
of the Company and any Group Company and at all times and in all
respects conform to and comply with the proper and reasonable
directions and regulations of the Board.
(2) The Executive shall give to the Board such information regarding the
affairs of the Parent and, where relevant, the Group as it shall
require, and in any event, report regularly and keep the Chairman and
Managing Director of the Parent informed.
(3) The Executive's normal place of work shall be 000 Xxxxxxxxxx Xxxxxx,
0"' Xxxxx, Xxxxxxxxxx, Xxx Xxxxxx, 00000, and he may be requested to
travel within the United States and/or abroad when required by the
Company for the proper performance of his duties.
(4) If the Company requires the Executive to work permanently at a place
which reasonably necessitates a move from his present home address,
and if the Executive agrees to such a relocation, then the Company
will reimburse the Executive for all relocation expenses directly and
reasonably incurred (including, without limitation, the sale of his
current personal residence) as a result of the Company's requirement,
in accordance with the Company's relocation policy as from time to
time in force.
4. GRATUITIES AND CODES OF CONDUCT
(1) Other than routine hospitality and corporate gifts of nominal value
received in the ordinary course of business, the Executive shall not
directly or indirectly accept any commission, rebate, discount or
gratuity in cash or in kind from any person who has or is having a
business relationship with any Group Company.
(2) The Executive shall comply (and procure that his spouse and minor
children shall comply) with all applicable rules and regulations of
the London Stock Exchange, the New York Stock Exchange, the US
Securities and Exchange Commission, and any codes of conduct adopted
by the Group concerning dealings in securities for the time being in
force and any other relevant regulatory authority.
5. REMUNERATION
(1) The Company shall pay to the Executive a salary at the rate of
US$10,000 gross per month. Such amount shall not be decreased.
(2) The Executive's salary shall accrue from day to day and be payable by
equal monthly instalments in arrears on the 2Oth day of each month.
(3) The Executive's salary shall be reviewed by the Chairman of the Parent
once in every year. The undertaking of a salary review does not confer
a contractual right (whether express or implied) to any increase in
salary and the Executive acknowledges that any salary increase is at
the discretion of the Chairman.
(4) The Company may, in its absolute discretion, pay to the Executive a
bonus of such amount payable at such time(s) as may from time to time
be determined by the Company.
6. PENSION SCHEME
(1) The Company currently operates a defined contribution plan entitled
"Huntingdon Life Sciences Inc. Savings and Investment Plan" (the
"Pension Scheme"). The Executive has received an outline description
of the terms of the Pension Scheme in the booklet entitled "The
Retirement Planning Workbook". The full terms are set out in the trust
deeds and rules governing the Pension Scheme and includes the
Company's right to wind-up the Pension Scheme. Copies of those
documents are available to the Executive on request.
(2) The Executive is entitled to remain a member of the Pension Scheme
subject to its terms. The Company shall deduct from the Executive's
salary any contributions payable by him from time to time to the
Pension Scheme or any other pension scheme of the Group of which he
becomes a member.
7. OTHER BENEFITS
(1) The Executive is entitled to membership of the following benefit plans
(each referred to below as an "insurance scheme"):
(i) a salary continuance on long-term disability insurance scheme
applicable to employees in the Executive's category generally
providing such cover for the Executive as the Company may from
time to time notify to him;
(ii) the Company will continue, at its expense, to pay for the
Executive to be insured under the Business Executive Disability
Income Policy currently held by the Executive with the Xxxx
Xxxxxx Insurance Company which provides for monthly payments of
US$2,400 until the Executive reaches age 65 in the event of his
long-term disability where such disability exceeds a period of
six months. At the Company's option, or if the Xxxx Xxxxxx
Insurance Company policy should no longer be available, the
Company will provide an alternative comparable insurance coverage
to the Executive;
(iii)a life insurance scheme under which a lump sum benefit shall be
payable on the Executive's death while the Agreement continues,
the benefit of which shall be paid to such dependants of the
Executive or other beneficiary as the trustees of the scheme
select at their discretion, after considering any beneficiaries
identified by the Executive in any expression of his wishes
delivered to the trustees before his death. The benefit is equal
to 2 times the Executive's basic annual salary at his death but
basic annual salary for this purpose shall not exceed the
allowable maximum (earnings cap).
(iv) the Company will continue, at its expense, to pay for the
Executive to be insured under the Life Insurance Policy currently
held for the benefit of the Executive with First Colony Life
Insurance Company which provides for $1 million of term life
insurance coverage, but so that the Company's contributions under
this scheme shall not exceed the sum of US$2,000 per annum. At
the Company's option, or if the policy with First Colony Life
Insurance Company should no longer be available, then the Company
will provide an alternative comparable insurance coverage to the
Executive (subject to any applicable maximum (earnings cap));
(v) a personal accident insurance scheme applicable to employees in
the Executive's category generally providing such cover for the
Executive as the Company may from time to time notify to him.
(2) Benefits under any insurance scheme shall be subject to the rules of
the scheme(s) and the terms of any applicable insurance policy and are
conditional upon the Executive complying with and satisfying any
applicable requirements of the insurers. Copies of these rules and
policies and particulars of the requirements shall be provided to the
Executive on request. Provided that the Company shall have complied
with and satisfied with any requirements of the insurers applicable to
it, (but without prejudice to the Company's rights pursuant to clause
7(3) below) the Company shall not have any liability to pay any
benefit to the Executive under any insurance scheme unless it receives
payment of the benefit from the insurer under the scheme.
(3) The provision of any insurance scheme does not in any way prevent the
Company from lawfully terminating this Agreement in accordance with
the provisions in clause 15 even if to do so would deprive the
Executive of membership of or cover under any such scheme.
8. SHARE OPTIONS
The Executive shall, subject to the rules applicable to the scheme as
amended or varied from time to time at the Group's discretion, be entitled
to participate in the Huntingdon Life Sciences Group Unapproved Share
Option Scheme for the time being in force in accordance with the scheme
rules. The Executive shall not be entitled to any compensation for the loss
of this right or of any benefits granted pursuant to such scheme on
termination of this Agreement irrespective of the manner in which such
termination takes place.
9. EXPENSES
(1) The Company shall reimburse or procure that the Executive is
reimbursed all reasonable travelling, hotel and other expenses wholly
and necessarily incurred by him in the performance of his duties under
this Agreement on production of appropriate receipts and other
evidence of expenditure as reasonably required by the Company.
(2) The Company shall provide the Executive with a non-pensionable car
allowance of US$1,000 per month.
10. HOLIDAYS
(1) The Executive shall (in addition to the usual public and bank
holidays) be entitled to not less than 25 Working Days holiday in each
holiday year (as specified by the Company) to be taken at a time or
times agreed between the Executive and the Company.
(2) Holiday entitlement in one year cannot be carried forward to any
subsequent holiday years.
(3) In the holiday year in which employment commences or terminates
holiday shall accrue on a pro rata basis (excluding fractions of
days). If on the termination of the employment the Executive has
exceeded his accrued holiday entitlement the excess may be deducted
from any sums owing to him. If the Executive has accrued holiday owing
to him the Company may at its discretion require the Executive to take
the outstanding holiday during any notice period or make a payment in
lieu instead.
(4) If under clause 15 the Executive is not required to attend the office
during any period of notice, he will not accrue holiday during that
period. If the Executive's employment is terminated without notice,
the Executive will not be entitled to holiday pay for holiday which
would have accrued during the notice period had the Executive
continued to be employed or at work (whichever is applicable)
throughout that time.
11. ILLNESS
(1) The Executive shall continue to be paid during sickness absence (such
payment to be inclusive of any statutory sick pay or social security
benefits to which he may be entitled) for a total of up to 26 weeks in
any 12 consecutive calendar months.
(2) Thereafter the Executive shall continue to be paid salary at the
discretion of the Company but so that the Company may terminate the
employment of the Executive at any time after the end of the 26th week
of absence in any 12 consecutive calendar months by giving to the
Executive not less than 3 months' notice in writing.
(3) If the Executive is incapable of performing his duties by reason of
injury sustained wholly or partly as a result of negligence nuisance
or breach of any statutory duty on the part of a third party and the
Executive recovers an amount by way of compensation for loss of
earnings from that third party, he shall pay to the Company a sum
equal to the lesser of (i) the amount recovered, net of expenses to
recover same, or (ii) the amount paid to him by the Company under
clause 11(1) and/or (2) above in respect of the relevant period of
absence as a result of that injury.
(4) The Company shall be entitled, for reasonable cause, to require the
Executive to undergo examinations by a medical adviser appointed or
approved by the Company and the Executive authorises the medical
adviser and/or will provide such consents as are necessary to disclose
to the Company the results of such examinations.
12. RESTRICTIONS DURING EMPLOYMENT
(1) During the continuance of his employment under this Agreement the
Executive shall unless prevented by incapacity devote his time and
attention to the business of the Company and the Group and shall not
without the prior written consent of the Board:
(a) be concerned or interested in any other business of a similar
nature (as defined in clause 19) to or competitive with that
carried on by the Company or any Group Company; or
(b) directly solicit, or direct any other person to solicit, in
competition with the Company or any Group Company, any person
(including any company, firm, organisation or other entity) to
whom the Company or any Group Company supplies services or with
whom the Company or any Group Company is in negotiations or
discussions regarding the possible supply of services; or
(c) discourage any such person referred to in clause 12 (1) (b) above
from conducting or continuing to conduct business with the
Company or any Group Company on the best terms available to the
Company or any Group Company.
provided that nothing in this clause shall preclude the Executive from
holding or being otherwise interested in any shares or other
securities of any company which is quoted on any recognised investment
exchange (as defined by section 207(1) Financial Services Act 1986) so
long as the interest of the Executive in such shares or other
securities does not extend to more than 5 % of the total amount of
such shares or securities.
13. CONFIDENTIALITY
(1) The Executive shall not (except in the proper performance of his
duties) during or after his employment has ended divulge to any person
or otherwise make improper use of (and shall use his best endeavours
to prevent the publication or disclosure of) any trade secret or
secret research process or any material confidential information
concerning the business or finances of the Company or any Group
Company or any of their dealings transactions or affairs or any trade
secret or secret research process or any such confidential information
concerning any of their suppliers, agents, distributors or clients.
(2) Confidential information includes, but is not limited to: any
information of a secret, confidential or private nature, in any form,
concerning the business, accounts, finances, customer lists, research
projects, pricing and/or discount policy, future business strategy,
marketing, tenders, price sensitive information, employees and
officers, formulae, processes, working methods, inventions,
intellectual property and other plans and strategy of the Company and
any Group Company or any of its or their respective clients.
(3) The restrictions in clauses 13 (1) and 13 (2) shall not apply to
information which:
(i) comes into the public domain otherwise than by a breach by the
Executive of his obligations under this Agreement; or
(ii) is disclosed to the Executive by a third party who has not
received it directly or indirectly from the Company or any Group
Company; or
(iii)must be disclosed by any applicable law or the requirements of a
relevant regulatory authority, to the extent of such required
disclosure.
14. TERMINATION OF EMPLOYMENT
(1) The Company may at any time and in its absolute discretion (whether or
not any notice of termination has been given by the Company or the
Executive under clause 2(1) above) terminate the Agreement with
immediate effect and make a payment in lieu of notice.
(2) The employment of the Executive may be terminated by the Company
without notice, or payment in lieu of notice, subject to clause
(14)(3) below, if the Executive:
(a) commits any act of fraud against the Company;
(b) engages in any wilful misconduct in connection with his duties
hereunder which materially and adversely affects the business or
affairs of the Company; or
(c) fails or neglects efficiently and diligently to discharge his
duties in any material respect or commits any serious or material
repeated breach or non-observance of any of the provisions
contained in this Agreement; or
(d) has (i) an interim receiving order made against him, (ii) becomes
bankrupt or makes any composition or (iii) enters into any deed
of arrangement with his creditors, any of which would have a
material adverse effect on the Company, the Group or their
respective reputations; or
(e) is convicted of any arrestable criminal offence (other than an
offence under road traffic legislation for which a fine or
non-custodial penalty is imposed) in circumstances which would
have a material adverse effect on the Company, the Group or their
respective reputations;
(f) has committed an act that would disqualify the Company, the
Parent or any subsidiary of the Company or the Parent from
maintaining or obtaining a licence, permit, or other governmental
approval material to the operations of such Company;
(g) is convicted of an offence relating to insider dealing under the
Criminal Justice Act 1993 or under any other present or future
statutory enactment or regulations relating to insider dealings
under English or New York law.
(3) The employment of the Executive shall not be terminated under clauses
14(2)(b)(c) (d) and/or (f) above unless the Company shall have given
prior written notice to the Executive specifying the act, fault and/or
omission on which the Company is intending to rely with reasonable
particularity and, within thirty (30) days after such notice, the
Executive shall not have remedied or eliminated the act, fault or
omission.
15. SUSPENSION
(1) The Company may suspend the Executive at any time on full pay and
benefits to allow the Company to investigate any complaint made
against the Executive in relation to his employment with the Company
provided that the fact of the suspension will only be disclosed to
employees of the Company or any Group Company who are involved in the
investigation and/or to whom such disclosure may in the reasonable
opinion of the Company be necessary for genuine operational reasons.
(2) During any period of notice of termination (whether given by the
Company or the Executive) the Company shall be under no obligation to
assign any duties to the Executive or to provide any work for him and
shall be entitled to exclude him from its premises, provided that this
shall not affect the Executive's entitlement to receive his normal
salary and other contractual benefits other than that the Executive
will cease to accrue holiday during any such period.
16. RESIGNATION AND RETURN OF COMPANY PROPERTY
(1) Upon the termination by whatever means of this Agreement the Executive
shall:
(a) immediately resign from such offices as may be held by him in any
Group Company without claim for compensation from the Company;
and
(b) immediately deliver to the Company all credit cards, motorcars,
keys, computer media and other property in whatever form, of or
relating to the business of the Company or of any Group Company
which is in his possession or under his power or control.
(2) If the Executive falls to comply with clause 16(1) the Company is
hereby irrevocably authorised to appoint some person in his name and
on his behalf to sign and complete any documents or do any thing
necessary to give effect to this clause.
(3) The Executive shall not without the consent of the Parent at any time
after the termination of this Agreement represent himself still to be
connected with the Company or any Group Company.
17. RECONSTRUCTION OR AMALGAMATION
If the employment of the Executive under this Agreement is terminated
by reason of the liquidation of the Company for the purpose of
reconstruction or amalgamation and the Executive is offered employment
with any concern or undertaking resulting from the reconstruction or
amalgamation on terms and conditions not less favourable than the
terms of this Agreement then Executive shall have no claim against the
Company or any Group Company will respect of the termination of his
employment under this Agreement.
18. RESTRICTIONS
(1) Definitions
In this clause:
(a) "Termination Date" means the date on which the employment
terminates;
(b) "Person" includes any company, firm, organisation or other
entity;
(c) "Area" means any country in the world where on the Termination
Date the company was supplying services;
(d) "Business" means any business carried on by the Company or any
Group Company which relates to the provision of pre-clinical,
early clinical and/or non-clinical biological safety evaluation
services to the pharmaceutical and biotechnology, agrochemical
and other chemical industries;
(e) "Client" means any Person to whom the Company or a Group Company
supplied services during the 6 months preceding the Termination
Date and with whom at any time during such period the Executive
was actively involved in the course of his employment;
(f) "Prospective Client" means any Person with whom the Company or a
Group Company had negotiations or discussions regarding the
possible supply of services during the 6 months immediately
preceding the Termination Date and with whom at any time during
such period the Executive was actively involved in the course of
his employment;
(g) "Restriction Payment" means payment (separate from any other
payments due under the Agreement) equal to 12 times the
Executive's gross monthly salary (calculated as at the
Termination Date or, if the Executive is suspended in accordance
with clause 15(2) above the date of such suspension), payable in
12 equal instalments, each instalment to be paid on the same day
of each calendar month following the Termination Date as the day
on which the Executive's employment terminates.
(2) The Executive covenants with the Company and as trustee for each Group
Company that in the event of the Executive terminating his employment,
or the Company terminating the Executive's employment, he shall be
bound to each of the following restrictions subject to the Company
making, at its sole discretion, a Restriction Payment (it being
understood that in the event that the Company chooses not to make the
Restriction Payment, then the Executive shall not be bound to any of
the restrictions specified in this clause 18). In the event of any
breach by the Executive of the terms of any of the restrictions in
this clause 18 the Company will be entitled to pursue such remedies
against the Executive as it deems fit including, but not limited to,
injunctive and other equitable relief.
(i) Non-competition
The Executive shall not for a period of 6 months from the Termination
Date directly or indirectly be interested or concerned in any business
which is carried on in the Area and which is competitive with the
Business being carried on at the Termination Date and with which the
Executive was actively involved during the 6 month period ending on
the Termination Date.
For this purpose, the Executive is concerned in a business if:
(a) he carries it on as principal or agent; or
(b) he is a partner, director, employee, secondee, consultant or
agent in, of or to any Person who carries on the business; or
(c) subject to clause 12(1) above, he has any direct or indirect
financial interest (as shareholder or otherwise) in any Person
who carries on the business.
(ii) Non-solicitation
The Executive shall not for a period of 6 months from the Termination
Date in the Area directly or indirectly:
(a) canvass or solicit business for services substantially similar to
those being provided by the Company or a Group Company as at the
Termination Date from any Client or Prospective Client;
(b) seek to do business or deal with any Client or Prospective Client
in respect of services substantially similar to those being
provided by the Company or a Group Company as at the Termination
Date; or
(c) canvass or solicit Business from any supplier of the Company or a
Group Company with whom the Executive was actively involved
during the 6 months ending on the Termination Date or persuade
such supplier to cease to supply, or to restrict or vary the
terms of supply to the Company or a Group Company or otherwise
interfere with the relationship between such a supplier and the
Company or a Group Company.
(iii) Non-poaching
The Executive shall not for a period of 6 months after the Termination
Date directly or indirectly induce or attempt to induce any senior
employee of the Company or a Group Company who is engaged in any
Business activity carried on by the Company or a Group Company at the
Termination Date and with whom the Executive during the 6 months
ending on the Termination Date had material dealings in the course of
his employment, to leave the employment of the Company or a Group
Company (whether or not this would be a breach of contract by that
employee for the purposes of being involved in or engaged in the types
of business referred to in sub-clause 2(1) above).
(3) The restrictions in this clause are considered by the parties to
be reasonable and the validity of each sub-clause shall not be
affected if any of the others is invalid. If any of the
restrictions is void but would be valid if some part of the
restriction were deleted, the restriction in question shall apply
with such modification as may be necessary to make it valid.
(4) The Executive acknowledges that the provisions of this clause are
no more extensive than is reasonable to protect the Company or
the Group.
(5) If the Executive is suspended from work under the provisions of
clause 15, the Company may, at its sole discretion, agree that
the period of time during which the non-competition restriction
contained in clause 18(2)(1) is enforceable, starts to run from
the date of the suspension and not from the Termination Date.
19. SEVERABILITY
If any of the provisions of this Agreement become invalid or,
unenforceable for any reason by virtue of applicable law the remaining
provisions shall continue in full force and effect and the Company and
the Executive hereby undertake to use all reasonable endeavours to
replace any legally invalid or unenforceable provision with a
provision which will promise to the parties (as far as practicable)
the same commercial results as were intended or contemplated by the
original provision.
20. NOTICES
(1) Any notice required or permitted to be given under this Agreement
shall be given in writing delivered personally or sent by first
class post pre-paid recorded delivery (air mail if overseas) or
by facsimile to the party 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 Executive, his address as set out in this
Agreement (or such address as he may have notified to the
Company).
(2) Any notice delivered personally shall be deemed to be received
when delivered to the address provided in this Agreement 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 and in proving the time of despatch it shall
be sufficient to show that the envelope containing such notice
was properly addressed, stamped and posted. A notice sent by
facsimile shall be deemed to have been received on receipt by the
sender of confirmation in the transmission report that the
facsimile had been sent.
21. MISCELLANEOUS
(1) This Agreement is governed by and shall be construed in
accordance with the laws of New Jersey (USA).
(2) The parties to this Agreement submit to the non-exclusive
jurisdiction of the courts of New Jersey (USA).
(3) The Company shall pay the reasonable attorney's fees and costs
incurred by the Executive in connection with any legal proceeding
arising out of this Agreement to the extent that the Executive
prevails in such action or proceeding.
(4) This Agreement contains the entire understanding between the
parties and supersedes all previous agreements and arrangements
(if any) relating to the employment of the Executive by the
Company (which shall be deemed to have been terminated by mutual
consent).
THIS AGREEMENT has been executed as a DEED and is intended to be and is hereby
delivered on the date on page 1.
Executed as a Deed by
HUNTINGDON LIFE SCIENCES INC
/s/ Xxxxxx Xxxxx
.............................................
Chairman
/s/ Xxxxx Xxxx
.............................................
Managing Director
/s/ Xxxxxxx Xxxxxxxxxx
Executed as a Deed by XXXXXXX X XXXXXXXXXX in the presence of:
Witness signature:
Name:
Address:
Occupation:
