Exhibit 4.1
SERVICE AGREEMENT
DATED 21st MARCH 2003
(1) BRITISH BIOTECH PLC
(2) DR P XXXXXXX
XXXXX & XXXXX
London
CONTENTS
CLAUSE PAGE
------ ----
1. Definitions................................................1
2. Appointment................................................1
3. Duties.....................................................2
4. Other Activities...........................................2
5. Place of Performance.......................................3
6. Remuneration...............................................3
7. Expenses...................................................4
8. Hours of Work/Holiday......................................4
9. Sickness/Injury............................................4
10. Grievances/Disciplinary Decisions..........................5
11. Confidentiality............................................5
12. Protection of Interests of the Company.....................5
13. Inventions.................................................6
14. Publicity..................................................7
15. Liquidation/Amalgamation...................................7
16. Default....................................................7
17. Termination................................................7
18. Additional Particulars.....................................8
19. Term and Termination.......................................8
20. Continuing Terms...........................................8
21. Notices....................................................9
THIS AGREEMENT is made the 21 day of March 2003
BETWEEN:
(1) BRITISH BIOTECH PLC (registered number 2304992) whose registered office
is situated at Xxxxxxxxxx Xxxx, Xxxxxx XX0 0XX (THE COMPANY); and
(2) XXXXX XXXXXXX of XXXXXXXXXX (THE DIRECTOR).
NOW IT IS HEREBY AGREED as follows:
1. DEFINITIONS
In this Agreement the following expressions shall have the following
meanings:
ASSOCIATED COMPANY means any company which for the time being is a
holding company (as such expression is defined by Section 736 of the
Companies Xxx 0000 as amended by Section 144 of the Companies Act 1989)
of the Company or any subsidiary of any such holding company;
THE BOARD means the Board of Directors of the Company;
OPTION means the option granted to the Director by the Company by deed
(the "Option Deed") to be dated on or around 22nd April 2003;
SUBSIDIARY means any company which for the time being is a subsidiary
company (as such expression is defined by Section 736 of the Companies
Xxx 0000 as amended by Section 144 of the Companies Act 1989) of any
other company;
TERMINATION DATE means the date on which the employment of the Director
under this Agreement shall terminate for whatever reason irrespective
of whether the Company shall have been in breach of this Agreement.
2. APPOINTMENT
2.1 The Director shall be appointed Chairman with executive
responsibilities of the Company (which shall be deemed to be his job
title for the purposes of this Agreement and of the Employment Rights
Act 1996) unless amended by a letter in writing from the Company.
2.2 The appointment may be terminated by either party giving to the other
not less than 12 calendar months prior notice in writing subject to the
provisions of Clause 6.2.
2.3 The Director has been appointed a Director of the Company and will
remain so during the period of his employment by the Company.
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2.4 This Agreement shall not take effect until Completion as defined in the
Undertaking relating to the offer by British Biotech PLC for
RiboTargets Holdings PLC dated 21st March 2003 and the Appointment will
take effect subject to the Director stepping down from his executive
responsibilities at Celltech Group PLC.
3. DUTIES
During the continuance of his engagement hereunder the Director shall:
(a) develop shareholder value for all shareholders;
(b) oversee preparation of the Company's strategic plan;
(c) ensure an adequate Board and management succession plan is in
place;
(d) chair Board meetings, manage the business of the Board and of the
Non-Executive Directors;
(e) direct the business development activities of the Company,
Subsidiaries and Associated Companies in association with the
Company's Chief Executive;
(f) perform such duties and exercise such powers, authorities and
discretions as the Board shall from time to time delegate to him on
such terms and conditions and subject to such restrictions as the
Board may from time to time reasonably impose;
(g) use his best endeavours to promote the interests of the Company and
those of its Subsidiary and Associated Companies for the time being
and shall, in accordance with Clause 8.1 of this Agreement, unless
prevented by illness or other incapacity devote the whole of his
time, attention and abilities to the business and affairs of the
Company and its Subsidiary and Associated Companies, if any, for
the time being;
(h) in the discharge of such duties and in the exercise of such powers
observe and comply with all resolutions, regulations and directions
from time to time made or given by the Board;
(i) act as an officer of any Subsidiary or Associated Company or hold
any other appointment or office as nominee or representative of the
Company or any Subsidiary or Associated Company as directed by the
Board.
4. OTHER ACTIVITIES
Save as already disclosed to the Board before the date of this
Agreement (including, for the avoidance of doubt, the Director's
proposed role as non-executive Chairman at Celltech Group PLC) the
Director shall not during the continuance of this Agreement without the
consent of the Board (such consent not to be unreasonably withheld or
delayed) directly or indirectly engage in any other business or be
concerned or interested (within the meaning contained in Part VI of the
Companies Act 1985) in the share capital of any other business save
that he may be interested (defined as aforesaid) as a holder or
beneficial owner of not more than five per cent. (5%) of any class of
stock shares or debentures which are listed on any publicly quoted
market..
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5. PLACE OF PERFORMANCE
The Director's duties hereunder shall be performed at the Company's
head office or at such other place as the Board shall from time to time
reasonably direct and further the Board shall be at liberty to appoint
the Director to serve any of its Subsidiary or Associated Companies if
any for the time being (without further remuneration unless otherwise
agreed).
6. REMUNERATION
6.1 As remuneration for his services hereunder the Director shall be
entitled to a basic salary payable at the rate of two hundred thousand
pounds sterling (Pound Sterling200,000) per annum (exclusive of any
share option grant which may from time to time be made by the Board)
payable in equal monthly instalments (and proportionately for any
lesser period each monthly instalment being deemed to accrue rateably
from day to day) on the last day of every calendar month in arrears.
Such remuneration shall be inclusive of any fees payable to him as a
Director or other officer of the Company or of its Subsidiary or
Associated Companies if any for the time being. The salary payable
hereunder shall be variable upwards by decision of the Board and
subject to review during the month of April 2004 and at least once in
each financial year thereafter.
6.2 As further remuneration for his services hereunder the Director will
also be entitled to the cash bonuses set out below on satisfaction of
the share price targets referred to below, provided that such
entitlement shall only arise (i) if an when the Director exercises
Options under the Option Deed; and (ii) then only to the extent of half
of the amount paid by the Director in respect of the aggregate option
price payable by the Director on the exercise of such Options (subject
always to the limits set out below. Any amount paid under this Clause
6.2 will be paid subject to deduction of such tax and National
Insurance contributions as is required by law to be made.
Amount of bonus Share price value target
Pound Sterling p
Pound Sterling594,000 100
Pound Sterling169,500 120
Pound Sterling169,500 140
Pound Sterling169,500 160
Pound Sterling594,000 200
Pound Sterling594,000 300
For this purpose, the share price will only have reached the requisite
value if the market value of a share (being its middle market quotation
as derived from the Daily Official List of the London Stock Exchange
plc) has been at or above the required value over 30 consecutive
dealing days on which the London Stock Exchange is open for business.
On the vesting of any part of the Option in accordance with the Option
Deed, the Director agrees that he will remain in office as Chairman of
the Company under this Agreement for a further period of at least 12
months.
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7. EXPENSES
The Company shall pay to the Director all reasonable travelling
entertainment and other expenses incurred by him in the performance of
his duties under this Agreement. The Director shall, on being so
required, provide the Company with vouchers or other evidence of actual
payment of such expenses.
8. HOURS OF WORK/HOLIDAY
8.1 The Director shall perform such hours of work as may from time to time
be reasonably required of him and shall not be entitled to receive any
additional remuneration for work outside his normal hours. The Director
will normally be expected to work for 2-3 days per week.
8.2 The Director shall be entitled during every calendar year to a minimum
of twelve (12) working days holiday in addition to bank or public
holidays in the UK, or to such longer holidays as shall from time to
time be agreed by the Board, during which his remuneration hereunder
shall continue to be payable. Holidays shall be taken at such times as
the Director and the Board shall consider most convenient having regard
to the requirements of the Company's business. Holiday entitlement
during the calendar year in which the Director's employment commences
and ceases will be based on his length of service in the calendar year
in question and will be proportionate to the whole year's entitlement.
Save as may be permitted in the Company's general personnel policy,
holidays may not be carried forward from one calendar year to the next
and no payment will be made by the Company (whether during the
continuance or on termination of this Agreement) in lieu of holidays
not taken.
9. SICKNESS/INJURY
9.1 In the event that the Director shall at any time be prevented by
illness or other incapacity from properly performing his duties
hereunder (and shall if required furnish the Board with evidence
satisfactory to them of such incapacity) he shall be entitled to
receive his full salary for the first six (6) months and one half of
his full salary for the next consecutive period of six (6) months
during which such incapacity shall continue;
9.2 Any salary received by the Director pursuant to the foregoing Clause
9.1 shall be inclusive of any payment which the Company is required to
make in respect of Statutory Sick Pay. The Director shall keep the
Company informed of the amount of any National Health Insurance
sickness or injury benefits to which he is entitled (whether or not
these are received) and which are not covered by Statutory Sick Pay and
a deduction of the amount of such benefit will be made by the Company
from any salary payable under the Clause 9.1;
9.3 Notwithstanding the provisions of Clause 2.2 of this Agreement, if the
Director shall continue so incapacitated for a longer period than
twelve (12) consecutive months or if he shall be so incapacitated at
different times for more than twelve (12) months in any one period of
eighteen (18) consecutive months then and in either of such cases the
Company shall be entitled forthwith to terminate the engagement of the
Director by notice in writing and thereupon the Director shall have no
claim against the Company in respect of such termination. The length of
the said notice to be given to the Director hereunder shall be the
minimum period permitted by statute and dependent upon his length of
service.
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10. GRIEVANCES/DISCIPLINARY DECISIONS
There are no specific disciplinary or grievance procedures applying
to the Director's position.
11. CONFIDENTIALITY
11.1 In respect of Confidential Information of the Company or any Subsidiary
or Associated Company, the Director will not, unless authorised to do
so by the Board or by a Court of competent jurisdiction, during the
continuance of his employment or for a period of five (5) years
thereafter:
(a) use Confidential Information for his own benefit or the benefit of
any other person; or
(b) disclose Confidential Information to any person; or
(c) through any failure to exercise all reasonable care and diligence
cause any disclosure of Confidential Information to any person.
11.2 Confidential Information shall include any information relating to
research and development projects, inventions, processes, practical
experience and methodology, technical and scientific data,
specifications and formulae (whether or not patented or patentable)
developed or acquired and owned or used by the Company any Subsidiary
or Associated Company for the subject of research, production
programmes, lists or details of transactions of, or related to, the
Company any Subsidiary or Associated Company with customers, commercial
relationships (including collaboration agreements) of, or related to,
the Company any Subsidiary or Associated Company, finances, business
developments and future business strategy of, or related to, the
Company any Subsidiary or Associated Company which the Company has
designated as confidential from time to time. Confidential Information
shall not include information which is in the public domain otherwise
than by virtue of breach of obligations to the Company or any
Subsidiary or Associated Company.
11.3 The Company may from time to time notify the Director of any additional
categories of information with regard to the businesses or activities
of the Company, Subsidiary or Associated Company which it regards as
confidential and which will be the subject to the restrictions in this
Clause.
12. PROTECTION OF INTERESTS OF THE COMPANY
12.1 Until the expiration of 12 months from the termination of the Agreement
the Director will not directly or indirectly solicit or entice away or
endeavour to entice away from the Company, any Subsidiary or Associated
Company any person employed by the Company or that Subsidiary or
Associated Company in any executive, sales, marketing, research, or
technical support capacity as at the date of the termination of this
Agreement in order to procure that such a person be engaged or employed
by any other company.
12.2 After the termination of this Agreement or, if later, the date of his
ceasing to be a Director of the Company, the Director will not
represent himself or permit himself to be held out as being in any way
connected with or interested in the business of the Company; and after
the termination of this Agreement he will not represent himself or
permit himself to be held out as being in any way connected with the
business of any Subsidiary or Associated Company, except if and for so
long as he remains a director or an employee of that Subsidiary or
Associated Company.
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13. INVENTIONS
13.1 If at any time during the continuance of his employment the Director
whether alone or with any other person, makes, discovers or develops
any invention, product, process or idea which relates to or affects, or
is capable of being used or adapted for use in or in connection with,
the business or any product, process or intellectual property right of
the Company or any Subsidiary or Associated Company, the invention,
product, process, or idea will be the absolute property of the Company
(except to the extent, if any, provided otherwise by Section 39 of the
Patents Act 1977).
13.2 The Director will promptly and fully disclose to the Company any and
all inventions, products, processes, and ideas relating in any way to
the actual or projected products, business or affairs of the Company or
any Subsidiary or Associated Company and made or discovered wholly or
partly by the Director during the period of the Director's employment
by the Company.
13.3 All other intellectual property including original work, industrial and
artistic designs, copyrights, trade marks and Confidential Information,
relating to the business of the Company, any Subsidiary or Associated
Company composed, written, made, designed, or discovered by the
Director in the course of his employment with the Company shall belong,
exclusively to the Company.
13.4 The Director will, at the request and expense of the Company, do all
things and sign all documents deemed by the Company necessary or
appropriate:
(a) to confirm or vest in the Company or any nominee of the Company all
rights, interest and title in and to the Company's inventions and
the intellectual property referred to in Clause 13.3;
(b) to procure for the Company or its nominees, patent, design,
copyright, trade xxxx or other protection for the Company's
inventions and the intellectual property referred to in Clause 13.3
in the United Kingdom of Great Britain and Northern Ireland and in
such territories as the Company may in its absolute discretion from
time to time direct; and
(c) to assign to the Company or its nominees the right to make
application for patent, design, copyright, trade xxxx or other
protection for the Company's inventions and the intellectual
property referred to in Clause 13.3 under the laws of territories
outside the United Kingdom of Great Britain and Northern Ireland
and/or under any treaty or international convention and to claim
for such applications whatever priority rights may be lawful.
13.5 Except insofar as the provisions of the Patents Xxx 0000 apply, the
Director's employment by the Company and the remuneration received as
one of its employees shall constitute his sole right of compensation
for the performance of his obligations herein contained.
13.6 If the Director ceases to be employed by the Company and enters the
employment of any Associated Company or of any company which purchases
the whole or part of any of the businesses of the Company or any such
Associated Company, the Company may assign its rights under this Clause
to such Associated Company or purchaser in which event Clauses 13.1 to
13.7 of this Agreement shall (save for the enforcement by the previous
employer of its
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rights hereunder) thenceforth be construed as if the expression the
Company means such new employer.
13.7 There are no inventions or discoveries now owned wholly or partly by
the Director which were made at a time when the Director was not
employed by the Company, other than as disclosed in writing to the
Company.
14. PUBLICITY
The Director shall not at any time make any untrue statement in
relation to the Company or any Subsidiary or Associated Companies and
in particular shall not after the termination of this Agreement
wrongfully represent himself as being employed by or connected with the
Company or any Subsidiary or Associated Companies.
15. LIQUIDATION/AMALGAMATION
If before the expiration of this Agreement the employment of the
Director hereunder shall be terminated by reason of the liquidation of
the Company for the purpose of amalgamation or reconstruction or as
part of any arrangement for the amalgamation of the undertaking of the
Company not involving liquidation the Director shall be offered
employment with the amalgamated or reconstructed company for a period
of not less than the unexpired term of this Agreement and on terms not
less favourable than the terms of this Agreement.
16. DEFAULT
If the Director shall be guilty of any serious misconduct or any
serious or (after due warning) persistent breach or non-observance of
any of the conditions of this Agreement or shall neglect fail or refuse
to carry out the duties properly assigned to him hereunder or shall
become bankrupt or compound with his creditors, the Company shall be
entitled summarily to terminate his employment hereunder without notice
and the Director shall have no claim against the Company in respect of
such termination notwithstanding anything contained elsewhere in this
Agreement provided always that if any such act of misconduct or such
breach or non-observance is capable of being remedied, the Director
shall first be offered a reasonable opportunity to remedy the same
prior to termination as aforesaid and, if and when so remedied, the
employment of the Director hereunder shall continue without
interruption.
17. TERMINATION
17.1 This Agreement may be terminated by mutual agreement between the
parties at any time or by either party giving 12 months notice in
writing to the other.
17.2 On the termination of his employment for whatever reason the Director
will promptly:
(a) resign (if he has not already done so) from all offices held by him
in the Company and any Subsidiaries or Associated Companies; and
(b) deliver up to the Company all technical information, lists of
customers, correspondence, documents and other property (including
any car) relating to the business of the Company, any Subsidiary or
Associated Company which may be in his possession or under his
control; and
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(c) The Director irrevocably authorises the Company in his name and on
his behalf to execute all documents and to all things necessary to
effect the resignations referred to in Clause 17.2 in the event of
his failure to do so.
17.3 Any termination of the employment of the Director will be without
prejudice to his continuing obligations under this Agreement.
17.4 The Company has the right to suspend any of the Director's duties and
powers during any period after notice of termination of the Agreement
has been given by the Company or the Director. In particular, the
Company may exercise this right where the Director resigns from the
Company's employment in circumstances where it is reasonable for the
Company to believe that he is or is about to become concerned in, or
about to commence, a business which is, or is likely to be, competitive
with any part of the business of the Company or any Associated or
Subsidiary Company with which the Director was substantially engaged or
concerned in the 12 months before the suspension started. Throughout
any such period of suspension the Director's salary and benefits to
which he is entitled under this Agreement shall continue to be paid or
provided by the Company. The Director will remain entitled to be
considered for a bonus in accordance with the provisions of Clause 6.2
of the Agreement during any period of garden leave. At any time during
such period the Director will, at the request of the Board, immediately
resign, without claim for compensation, his office as a director of the
Company and any directorship or other office held by him in the Company
or any Associated or Subsidiary Company. The period for which the
restriction in Clause 12.1 applies shall be reduced by any other period
over which the Company exercises its powers to suspend any of the
Director's duties and powers under Clause 17.4.
18. ADDITIONAL PARTICULARS
The following additional particulars are given for the purposes of the
Employment Rights Xxx 0000:
(a) the employment of the Director by the Company will begin on
Completion;
(b) except as otherwise provided by this Agreement, there are no terms
or conditions of employment relating to hours of work or to normal
working hours or to entitlement to holidays (including public
holidays) or holiday pay or to incapacity for work due to sickness
or injury or to pensions or pension schemes.
19. TERM AND TERMINATION
This Agreement shall remain in full force and effect until such time as
the Director's employment by the Company as defined in Clause 2.1 shall
terminate for any reason, whereupon this Agreement will terminate.
20. CONTINUING TERMS
The expiration or determination of this Agreement howsoever arising
shall not operate to affect such of the provisions hereof as in
accordance with their terms are expressed to operate or have effect
thereafter and shall be without prejudice to any right or action
already accrued to either party in respect of any breach of this
Agreement by the other party.
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21. NOTICES
Any notice to be given hereunder shall be in writing and be
sufficiently served, in the case of the Director, by being delivered
either personally to him or sent by registered post addressed to him at
his usual or last known place of abode or, in the case of the Company,
by being delivered at or sent by registered post or recorded delivery
addressed to the Company's Chief Executive, or General Counsel at the
Company's Registered Office and any such notice if so posted shall be
deemed served three days following that on which it was posted and in
proving such service it shall be sufficient to prove that the notice
was properly addressed and dispatched.
IN WITNESS whereof the parties hereto have executed this Agreement as a Deed the
day and year first above written.
BRITISH BIOTECH PLC )
executed this Agreement as a )
Deed in the presence of: )
/s/ Xxx Last Director /s/ Xxxxxxx Xxxxxxx
1 New Change, -------------------------
London Director /s/ X X Xxxx
-------------------------
Executed as a Deed by ) /s/ X X Xxxxxxx
XXXXX XXXXXXX )
in the presence of: ) /s/ A C January
XXXXXXXXXX
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SERVICE AGREEMENT
DATED 21st MARCH, 2003
(1) BRITISH BIOTECH PLC
(2) MR XXXXXX
XXXXX & OVERY
London
CONTENTS
CLAUSE PAGE
------ ----
1. Definitions...................................................2
2. Appointment...................................................2
3. Duties........................................................2
4. Other Activities..............................................3
5. Place of Performance..........................................3
6. Remuneration..................................................3
7. Expenses......................................................4
8. Car...........................................................4
9. Hours of Work/Holiday.........................................4
10. Sickness/Injury...............................................4
11. Pension/life insurance........................................5
12. Grievances/Disciplinary Decisions.............................5
13. Confidentiality...............................................5
14. Protection of Interests of the Company........................6
15. Inventions....................................................6
16. Publicity.....................................................7
17. Liquidation/Amalgamation......................................7
18. Default.......................................................7
19. Termination...................................................8
20. Additional Particulars........................................8
21. Term and Termination..........................................9
22. Continuing Terms..............................................9
23. Notices.......................................................9
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THIS AGREEMENT is made the day of March 2003
BETWEEN:
(1) BRITISH BIOTECH PLC (registered number 2304992) whose registered office
is situated at Xxxxxxxxxx Xxxx, Xxxxxx XX0 0XX (THE COMPANY); and
(2) XXXXX XXXXXX c/o RiboTargets Xxxxxxxx XXX, Xxxxxx Xxxx, Xxxxxxxx,
Xxxxxxxxx XX0 0XX (THE DIRECTOR).
NOW IT IS HEREBY AGREED as follows:
1. DEFINITIONS
In this Agreement the following expressions shall have the
following meanings:
SUBSIDIARY means any company which for the time being is a subsidiary
company (as such expression is defined by Section 736 of the Companies
Xxx 0000 as amended by Section 144 of the Companies Act 1989) of any
other company;
ASSOCIATED COMPANY means any company which for the time being is a
holding company (as such expression is defined by Section 736 of the
Companies Xxx 0000 as amended by Section 144 of the Companies Act 1989)
of the Company or any subsidiary of any such holding company;
THE BOARD means the Board of Directors of the Company;
TERMINATION DATE means the date on which the employment of the Director
under this Agreement shall terminate for whatever reason irrespective
of whether the Company shall have been in breach of this Agreement.
2. APPOINTMENT
2.1 The Director shall be appointed Chief Executive Officer of the Company
(which shall be deemed to be his job title for the purposes of this
Agreement and of the Employment Rights Act 1996) unless amended by a
letter in writing from the Company.
2.2 The appointment may be terminated by either party giving to the other
not less than 12 calendar months prior notice in writing.
2.3 The Director has been appointed a Director of the Company and will
remain so during the period of his employment by the Company.
2.4 This Agreement shall not take effect until Completion as defined in the
Undertaking relating to the offer by British Biotech PLC for
RiboTargets Holdings PLC dated 21st March 2003.
3. DUTIES
During the continuance of his engagement hereunder the Director shall:
(a) be responsible for running the Company and setting (by agreement
with the Chairman) and implementing corporate strategy;
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(b) perform such duties and exercise such powers, authorities and
discretions consistent with his role of Chief Executive Officer as
the Company's Chairman or the Board shall from time to time
delegate to him on such terms and conditions and subject to such
restrictions as the Chairman or the Board may from time to time
reasonably impose;
(c) use his best endeavours to promote the interests of the Company and
those of its Subsidiary and Associated Companies for the time being
and shall during normal business hours unless prevented by illness
or other incapacity devote the whole of his time, attention and
abilities to the business and affairs of the Company and its
Subsidiary and Associated Companies, if any, for the time being;
(d) in the discharge of such duties and in the exercise of such powers
observe and comply with all relevant resolutions, regulations and
directions from time to time made or given by the Board.
(e) act as an officer of any Subsidiary or Associated Company or hold
any other appointment or office as nominee or representative of the
Company or any Subsidiary or Associated Company as directed by the
Board.
4. OTHER ACTIVITIES
The Director shall not during the continuance of this Agreement without
the consent of the Board (such consent not to be unreasonably withheld
or delayed) directly or indirectly engage in any other business or be
concerned or interested (within the meaning contained in Part VI of the
Companies Act 1985) in the share capital of any other business save
that he may be interested (defined as aforesaid) as a holder or
beneficial owner of not more than five per cent. (5%) of any class of
stock shares or debentures which are listed on any publicly quoted
market.
5. PLACE OF PERFORMANCE
The Director's duties hereunder shall be performed at the Company's
head office or at such other place as the Chairman or Board shall from
time to time reasonably direct and further the Chairman or Board shall
be at liberty to appoint the Director to serve any of its Subsidiary or
Associated Companies if any for the time being (without further
remuneration unless otherwise agreed).
6. REMUNERATION
As remuneration for his services hereunder the Director shall be
entitled to a basic salary payable at the rate of three hundred
thousand pounds sterling (Pound Sterling300,000) per annum (exclusive
of any bonus award, pension contribution or share option grant which
may from time to time be made by the Board) payable in equal monthly
instalments (and proportionately for any lesser period each monthly
instalment being deemed to accrue rateably from day to day) on the last
day of every calendar month in arrears. Such remuneration shall be
inclusive of any fees payable to him as a Director or other officer of
the Company or of its Subsidiary or Associated Companies if any for the
time being. The salary payable hereunder shall be variable upwards by
decision of the Board and subject to review during the month of April
2004 and at least once in each financial year thereafter. The Company
may in its absolute discretion award to the Director a non-pensionable
annual cash bonus of up to a maximum of 50 per cent. of base salary
dependant upon the achievement of performance targets which will be
notified to you by the Board of Directors of British Biotech PLC.
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7. EXPENSES
The Company shall pay to the Director all reasonable travelling
entertainment and other expenses incurred by him in the performance of
his duties under this Agreement. The Director shall, on being so
required, provide the Company with vouchers or other evidence of actual
payment of such expenses.
8. CAR
The Director will receive a non pensionable cash car allowance of Pound
Sterling12,500 per annum.
9. HOURS OF WORK/HOLIDAY
9.1 The Director shall perform such hours of work as may from time to time
be reasonably required of him and shall not be entitled to receive any
additional remuneration for work outside his normal hours which said
normal hours shall for statutory purposes be deemed to be from 9.00 am
to 5.30 pm Monday to Thursday inclusive and 9.00 am to 4.15 pm on
Friday.
9.2 The Director shall be entitled during every calendar year to a minimum
of thirty (30) working days holiday in addition to bank or public
holidays in the UK, or to such longer holidays as shall from time to
time be agreed by the Board, during which his remuneration hereunder
shall continue to be payable. Holidays shall be taken at such times as
the Director and the Company's Chairman shall consider most convenient
having regard to the requirements of the Company's business. Holiday
entitlement during the calendar year in which the Director's employment
commences and ceases will be based on his length of service in the
calendar year in question and will be proportionate to the whole year's
entitlement. Save as may be permitted in the Company's general
personnel policy, holidays may not be carried forward from one calendar
year to the next and no payment will be made by the Company (whether
during the continuance or on termination of this Agreement) in lieu of
holidays not taken.
10. SICKNESS/INJURY
10.1 In the event that the Director shall at any time be prevented by
illness or other incapacity from properly performing his duties
hereunder (and shall if required furnish the Board with evidence
satisfactory to them of such incapacity) he shall be entitled to
receive his full salary for the first six (6) months and one half of
his full salary for the next consecutive period of six (6) months
during which such incapacity shall continue;
10.2 Any salary received by the Director pursuant to the foregoing Clause
10.1 shall be inclusive of any payment which the Company is required to
make in respect of Statutory Sick Pay. The Director shall keep the
Company informed of the amount of any National Health Insurance
sickness or injury benefits to which he is entitled (whether or not
these are received) and which are not covered by Statutory Sick Pay and
a deduction of the amount of such benefit will be made by the Company
from any salary payable under the Clause 10.1;
10.3 Notwithstanding the provisions of Clause 2.2 of this Agreement, if the
Director shall continue so incapacitated for a longer period than
twelve (12) consecutive months or if he shall be so incapacitated at
different times for more than twelve (12) months in any one period of
eighteen (18) consecutive months then and in either of such cases the
Company shall be entitled forthwith to terminate the engagement of the
Director by notice in writing and thereupon the Director shall have no
claim against the Company in respect of such termination. The length of
the said notice to be given to the Director hereunder shall be the
minimum period permitted by statute and dependent upon his length of
service.
4
11. PENSION/LIFE INSURANCE
11.1 The Director is entitled to be a member of the British Biotech pension
scheme for the time being in force or any additional or supplementary
pension scheme established by the Company for his benefit or for the
benefit of the Company's Directors or managers.
11.2 The Director shall be informed in writing whether a contracting out
certificate is in force in respect of the employment of the Director.
11.3 The Director shall be entitled to receive a total monthly contribution
payable by the Company into one or more appropriate pension schemes
established by the Company, or into a personal pension scheme nominated
by the Director, at a rate of 19% of a basic salary variable upwards by
decision of the Board.
11.4 While this Agreement continues a lump sum benefit shall be payable on
the Director's death to such beneficiaries identified by the Director
in any expression of his wishes delivered to the Company before his
death. The benefit is equal to four times the Director's basic annual
salary at his death.
12. GRIEVANCES/DISCIPLINARY DECISIONS
Without prejudice to any rights he may have under this Agreement or
operation of law should the Director have any question or grievance or
be dissatisfied with any disciplinary decision concerning his
employment hereunder, he should refer it to the Board whose decision
shall be final and binding.
13. CONFIDENTIALITY
13.1 In respect of Confidential Information of the Company or any Subsidiary
or Associated Company, the Director will not, unless authorised to do
so by the Board or by the Company's Chairman or by a Court of competent
jurisdiction, during the continuance of his employment or for a period
of five (5) years thereafter:
(a) use Confidential Information for his own benefit or the benefit of
any other person; or
(b) disclose Confidential Information to any person; or
(c) through any failure to exercise all reasonable care and diligence
cause any disclosure of Confidential Information to any person.
13.2 Confidential Information shall include any information relating to
research and development projects, inventions, processes, practical
experience and methodology, technical and scientific data,
specifications and formulae (whether or not patented or patentable)
developed or acquired and owned or used by the Company any Subsidiary
or Associated Company for the subject of research, production
programmes, lists or details of transactions of, or related to, the
Company any Subsidiary or Associated Company with customers, commercial
relationships (including collaboration agreements) of, or related to,
the Company any Subsidiary or Associated Company, finances, business
developments and future business strategy of, or related to, the
Company any Subsidiary or Associated Company which the Company has
designated as confidential from time to time. Confidential Information
shall not include information which is in the public domain otherwise
than by virtue of breach of obligations to the Company or any
Subsidiary or Associated Company.
5
13.3 The Company may from time to time notify the Director of any additional
categories of information with regard to the businesses or activities
of the Company, Subsidiary or Associated Company which it regards as
confidential and which will be the subject to the restrictions in this
Clause.
14. PROTECTION OF INTERESTS OF THE COMPANY
14.1 Until the expiration of 12 months from the termination of the Agreement
the Director will not directly or indirectly solicit or entice away or
endeavour to entice away from the Company, any Subsidiary or Associated
Company any person employed by the Company or that Subsidiary or
Associated Company in any executive, sales, marketing, research, or
technical support capacity as at the date of the termination of this
Agreement in order to procure that such a person be engaged or employed
by any other company.
14.2 After the termination of this Agreement or, if later, the date of his
ceasing to be a Director of the Company, the Director will not
represent himself or permit himself to be held out as being in any way
connected with or interested in the business of the Company; and after
the termination of this Agreement he will not represent himself or
permit himself to be held out as being in any way connected with the
business of any Subsidiary or Associated Company, except if and for so
long as he remains a director or an employee of that Subsidiary or
Associated Company.
15. INVENTIONS
15.1 If at any time during the continuance of his employment the Director
whether alone or with any other person, makes, discovers or develops
any invention, product, process or idea which relates to or affects, or
is capable of being used or adapted for use in or in connection with,
the business or any product, process or intellectual property right of
the Company or any Subsidiary or Associated Company, the invention,
product, process, or idea will be the absolute property of the Company
(except to the extent, if any, provided otherwise by Section 39 of the
Patents Act 1977).
15.2 The Director will promptly and fully disclose to the Company any and
all inventions, products, processes, and ideas relating in any way to
the actual or projected products, business or affairs of the Company or
any Subsidiary or Associated Company and made or discovered wholly or
partly by the Director during the period of the Director's employment
by the Company.
15.3 All other intellectual property including original work, industrial and
artistic designs, copyrights, trade marks and Confidential Information,
relating to the business of the Company, any Subsidiary or Associated
Company composed, written, made, designed, or discovered by the
Director in the course of his employment with the Company shall belong,
exclusively to the Company.
15.4 The Director will, at the request and expense of the Company, do all
things and sign all documents deemed by the Company necessary or
appropriate:
(a) to confirm or vest in the Company or any nominee of the Company all
rights, interest and title in and to the Company's inventions and
the intellectual property referred to in Clause 15.3;
(b) to procure for the Company or its nominees, patent, design,
copyright, trade xxxx or other protection for the Company's
inventions and the intellectual property referred to in Clause 15.3
in the United Kingdom of Great Britain and Northern Ireland and in
6
such territories as the Company may in its absolute discretion from
time to time direct; and
(c) to assign to the Company or its nominees the right to make
application for patent, design, copyright, trade xxxx or other
protection for the Company's inventions and the intellectual
property referred to in Clause 15.3 under the laws of territories
outside the United Kingdom of Great Britain and Northern Ireland
and/or under any treaty or international convention and to claim
for such applications whatever priority rights may be lawful.
15.5 Except insofar as the provisions of the Patents Xxx 0000 apply, the
Director's employment by the Company and the remuneration received as
one of its employees shall constitute his sole right of compensation
for the performance of his obligations herein contained.
15.6 If the Director ceases to be employed by the Company and enters the
employment of any Associated Company or of any company which purchases
the whole or part of any of the businesses of the Company or any such
Associated Company, the Company may assign its rights under this Clause
to such Associated Company or purchaser in which event Clauses 15.1 to
15.7 of this Agreement shall (save for the enforcement by the previous
employer of its rights hereunder) thenceforth be construed as if the
expression the Company means such new employer.
15.7 There are no inventions or discoveries now owned wholly or partly by
the Director which were made at a time when the Director was not
employed by the Company, other than as disclosed in writing to the
Company.
16. PUBLICITY
The Director shall not at any time make any untrue statement in
relation to the Company or any Subsidiary or Associated Companies and
in particular shall not after the termination of this Agreement
wrongfully represent himself as being employed by or connected with the
Company or any Subsidiary or Associated Companies.
17. LIQUIDATION/AMALGAMATION
If before the expiration of this Agreement the employment of the
Director hereunder shall be terminated by reason of the liquidation of
the Company for the purpose of amalgamation or reconstruction or as
part of any arrangement for the amalgamation of the undertaking of the
Company not involving liquidation the Director shall be offered
employment with the amalgamated or reconstructed company for a period
of not less than the unexpired term of this Agreement and on terms not
less favourable than the terms of this Agreement.
18. DEFAULT
If the Director shall be guilty of any serious misconduct or any
serious or (after due warning) persistent breach or non-observance of
any of the conditions of this Agreement or shall neglect fail or refuse
to carry out the duties properly assigned to him hereunder or shall
become bankrupt or compound with his creditors, the Company shall be
entitled summarily to terminate his employment hereunder without notice
and the Director shall have no claim against the Company in respect of
such termination notwithstanding anything contained elsewhere in this
Agreement provided always that if any such act of misconduct or such
breach or non-observance is capable of being remedied, the Director
shall first be offered a reasonable opportunity to remedy the same
prior to termination as aforesaid and, if and when so remedied, the
employment of the Director hereunder shall continue without
interruption.
7
19. TERMINATION
19.1 This Agreement may be terminated by mutual agreement between the
parties at any time or by either party giving 12 months notice in
writing to the other.
19.2 On the termination of his employment for whatever reason the Director
will promptly:
(a) resign (if he has not already done so) from all offices held by him
in the Company and any Subsidiaries or Associated Companies; and
(b) deliver up to the Company all technical information, lists of
customers, correspondence, documents and other property (including
any car) relating to the business of the Company, any Subsidiary or
Associated Company which may be in his possession or under his
control; and
(c) The Director irrevocably authorises the Company in his name and on
his behalf to execute all documents and to all things necessary to
effect the resignations referred to in Clause 19.2 in the event of
his failure to do so.
19.3 Any termination of the employment of the Director will be without
prejudice to his continuing obligations under this Agreement.
19.4 The Company has the right to suspend any of the Director's duties and
powers during any period after notice of termination of the Agreement
has been given by the Company or the Director. In particular, the
Company may exercise this right where the Director resigns from the
Company's employment in circumstances where it is reasonable for the
Company to believe that he is or is about to become concerned in, or
about to commence, a business which is, or is likely to be, competitive
with any part of the business of the Company or any Associated or
Subsidiary Company with which the Director was substantially engaged or
concerned in the 12 months before the suspension started. Throughout
any such period of suspension the Director's salary, pro rata bonus at
a rate equivalent to the average bonus paid to him over the past three
years and benefits to which he is entitled under this Agreement shall
continue to be paid or provided by the Company. At any time during such
period the Director will, at the request of the Board, immediately
resign, without claim for compensation, his office as a director of the
Company and any directorship or other office held by him in the Company
or any Associated or Subsidiary Company. The period for which the
restriction in Clause 14.1 applies shall be reduced by any other period
over which the Company exercises its powers to suspend any of the
Director's duties and powers under Clause 19.4.
20. ADDITIONAL PARTICULARS
The following additional particulars are given for the purposes of the
Employment Rights Xxx 0000:
(a) the employment of the Director by the Company will begin on
Completion but the Director's previous employment with RiboTargets
Holdings PLC shall be treated as part of his continuous employment.
Accordingly, the date of the Director's continuous employment is
July 1997.
(b) except as otherwise provided by this Agreement, there are no terms
or conditions of employment relating to hours of work or to normal
working hours or to entitlement to
8
holidays (including public holidays) or holiday pay or to
incapacity for work due to sickness or injury or to pensions or
pension schemes.
21. TERM AND TERMINATION
This Agreement shall remain in full force and effect until such time as
the Director's employment by the Company as defined in Clause 2.1 shall
terminate for any reason, whereupon this Agreement will terminate.
22. CONTINUING TERMS
The expiration or determination of this Agreement howsoever arising
shall not operate to affect such of the provisions hereof as in
accordance with their terms are expressed to operate or have effect
thereafter and shall be without prejudice to any right or action
already accrued to either party in respect of any breach of this
Agreement by the other party.
23. NOTICES
Any notice to be given hereunder shall be in writing and be
sufficiently served, in the case of the Director, by being delivered
either personally to him or sent by registered post addressed to him at
his usual or last known place of abode or, in the case of the Company,
by being delivered at or sent by registered post or recorded delivery
addressed to the Company's Chairman, or General Counsel at the
Company's Registered Office and any such notice if so posted shall be
deemed served three days following that on which it was posted and in
proving such service it shall be sufficient to prove that the notice
was properly addressed and dispatched.
IN WITNESS whereof the parties hereto have executed this Agreement as a Deed
the day and year first above written.
BRITISH BIOTECH PLC )
executed this Agreement as a )
Deed in the presence of: ) /s/ Xxx Last, 1 New Change, London
Director /s/ X X Xxxx
---------------------------
Director /s/ Xxxxxxx Xxxxxxx
---------------------------
Executed as a Deed by ) /s/ Xxxxx Xxxxxx
XXXXX XXXXXX )
in the presence of: ) /s/ X X Xxxxxx, 160 Aldersgate Street, EC1
9
BRITISH BIOTECH PLC
REGISTERED OFFICE: XXXXXX XXXXX, XXXXXXXXXX XXXX, XXXXXX XX0 0XX
REGISTERED IN ENGLAND AND WALES NO. 2304992
Xxxxx Xxxxxx
x/x Xxxxxx Xxxxx
Xxxxxxxxxx Xxxx
Xxxxxx
XX0 0XX
17th July, 2003
Dear Simon,
This letter varies the terms of your service agreement with British Biotech plc
dated 21st March, 2003 (effective from 23rd April, 2003). All of the provisions
in your service agreement will remain the same with the exception of the
following change which will be effective from the Merger (as defined in the
draft Listing Particulars relating to the issue of new British Biotech plc
shares dated 14th July, 2003) becoming or being declared unconditional in all
respects.
The following paragraph shall be added as a new clause 24 to your service
agreement:
"CHANGE OF CONTROL
24.1 The Director shall be entitled at any time within six months after a
Change in Control of the Company to terminate his employment by giving
to the Company not less than 30 days prior notice in writing. Upon such
termination or upon termination without notice by the Company during
such six month period the Director shall be entitled to receive a
payment forthwith by way of liquidated damages equal to 12 (twelve)
times the Director's then monthly basic salary. The parties hereto
agree that the sum set out in this sub-clause is a genuine pre-estimate
of the Director's loss.
24.2 For the purposes of Clause 24.1 "Change of Control" of the Company
shall take place on the date on which one person or a group of persons
acting in concert holds, directly or indirectly, any shares in the
Company which carry fifty per cent (50%) or more of the then voting
rights of the Company but this will not, for the avoidance of doubt,
include the completion of the Merger as defined in the draft Listing
Particulars relating to the issue of new Company shares dated 14th July
2003."
Your signature below will constitute your agreement to the terms set out above.
....................................... .............................
SIGNED FOR BRITISH BIOTECH PLC DATE
....................................... .............................
SIGNED BY XXXXX XXXXXX DATE
BRITISH BIOTECH PLC
REGISTERED OFFICE: XXXXXX XXXXX, XXXXXXXXXX XXXX, XXXXXX XX0 0XX
REGISTERED IN ENGLAND AND WALES NO. 2304992
Xxxxxxx Xxxx
XXXXXXXXXX
XXXXXXXXXX
XXXXXXXXXX
21st March 2003
Dear Xxxxxxx,
This letter varies the terms of your service agreement with British Biotech PLC
dated 24th June, 1999. The changes to your service agreement set out below are
conditional on Completion as defined in the Undertaking relating to the offer by
British Biotech PLC for RiboTargets Holdings PLC dated 21st March 2003. All of
the provisions in your service agreement will remain the same with the exception
of the following changes which will all be effective from Completion (as defined
above):
1. Your salary will increase from Pound Sterling165,000 per annum to Pound
Sterling180,000 per annum.
2. British Biotech PLC may in its absolute discretion award to you a
non-pensionable annual cash bonus of up to a maximum of 50% of your
base salary dependent upon the achievement of performance targets which
will be notified to you by the Board of Directors of British Biotech
PLC in due course.
3. The following paragraph shall be added to Clause 20 of your service
agreement as a new Clause 20.5:
"The Company has the right to suspend any of the Director's duties and
powers during any period after notice of termination of the agreement
has been given by the Company or the Director. In particular, the
Company may exercise this right where the Director resigns from the
Company's employment in circumstances where it is reasonable for the
Company to believe that he is or is about to become concerned in, or
about to commence, a business which is, or is likely to be, competitive
with any part of the business of the Company or any Associated or
Subsidiary Company with which the Director was substantially engaged or
concerned in the 12 months before the suspension started. Throughout
any such period of suspension the Director's salary, pro rata bonus at
a rate equivalent to the average bonus paid to him over the past three
years and benefits to which he is entitled under this agreement shall
continue to be paid or provided by the Company. At any time during such
period the Director will, at the request of the Board, immediately
resign, without claim for compensation, his office as a director of the
Company and any directorship or other office held by him in the Company
or any Associated or Subsidiary Company. The period for which the
restriction in Clause 14.1 applies shall be reduced by any other period
over which the Company exercises its powers to suspend any of the
Director's duties and powers under Clause 20.5."
Your signature below will constitute your agreement to the terms set out above.
/s/ Xxxxxxx Xxxxxxx
................................ ........................
SIGNED FOR BRITISH BIOTECH PLC DATE
/s/ X X Xxxx
................................ ........................
SIGNED BY XXXXXXX XXXX DATE
BRITISH BIOTECH PLC
REGISTERED OFFICE: XXXXXX XXXXX, XXXXXXXXXX XXXX, XXXXXX XX0 0XX
REGISTERED IN ENGLAND AND WALES NO. 2304992
Xxxxxxx Xxxx
x/x Xxxxxx Xxxxx
Xxxxxxxxxx Xxxx
Xxxxxx
XX0 0XX
16th July 2003
Dear Xxxxxxx,
This letter varies the terms of your service agreement with British Biotech plc
dated 24th June, 1999 (which has already been varied by a letter dated 21st
March, 2003) by replacing clause 19 of your service agreement with the following
wording:
"CHANGE OF CONTROL
19.1 The Director shall be entitled at any time within six months after a
Change in Control of the Company to terminate his employment by giving
to the Company not less than 30 days prior notice in writing. Upon such
termination or upon termination without notice by the Company during
such six month period the Director shall be entitled to receive a
payment forthwith by way of liquidated damages equal to 12 (twelve)
times the Director's then monthly basic salary. The parties hereto
agree that the sum set out in this sub-clause is a genuine pre-estimate
of the Director's loss.
19.2 For the purposes of Clause 19.1 "Change of Control" of the Company
shall take place on the date on which one person or a group of persons
acting in concert holds, directly or indirectly, any shares in the
Company which carry fifty per cent (50%) or more of the then voting
rights of the Company but this will not, for the avoidance of doubt,
include the completion of the Merger as defined in the draft Listing
Particulars relating to the issue of new Company shares dated 14th
July, 2003."
Your signature below will constitute your agreement to the terms set out above.
/s/ X X Xxxxxxx 17/07/03
------------------------------- --------------------------
SIGNED FOR BRITISH BIOTECH PLC DATE
/s/ X X Xxxx 17/07/03
------------------------------- --------------------------
SIGNED BY XXXXXXX XXXX DATE
SERVICE AGREEMENT
DATED 2nd JULY 2003
(1) BRITISH BIOTECH PLC
(2) MR XXXXXXX
XXXXX & XXXXX
London
CONTENTS
CLAUSE PAGE
------ ----
1. Definitions...................................................2
2. Appointment...................................................2
3. Duties........................................................2
4. Other Activities..............................................3
5. Place of Performance..........................................3
6. Remuneration..................................................3
7. Expenses......................................................4
8. Car...........................................................4
9. Hours of Work/Holiday.........................................4
10. Sickness/Injury...............................................4
11. Pension/Life Insurance/Medical Insurance......................5
12. Grievances/Disciplinary Decisions.............................5
13. Confidentiality...............................................5
14. Protection of Interests of the Company........................6
15. Inventions....................................................6
16. Publicity.....................................................7
17. Liquidation/Amalgamation......................................7
18. Default.......................................................8
19. Termination...................................................8
20. Change of Control.............................................9
21. Additional Particulars........................................9
22. Term and Termination..........................................9
23. Continuing Terms..............................................9
24. Notices.......................................................9
25. Entire Agreement.............................................10
1
THIS AGREEMENT is made the day of July 2003
BETWEEN:
(1) BRITISH BIOTECH PLC (registered number 2304992) whose registered office
is situated at Xxxxxxxxxx Xxxx, Xxxxxx XX0 0XX (THE COMPANY); and
(2) XXXXX XXXXXXX c/o Vernalis Group plc, Oakdene Court, 613 Reading Road,
Winnersh, Wokingham, Berkshire RG41 5UA (THE DIRECTOR).
NOW IT IS HEREBY AGREED as follows:
1. DEFINITIONS
In this Agreement the following expressions shall have the following
meanings:
SUBSIDIARY means any company which for the time being is a subsidiary
company (as such expression is defined by Section 736 of the Companies
Xxx 0000 as amended by Section 144 of the Companies Act 1989) of any
other company;
ASSOCIATED COMPANY means any company which for the time being is a
holding company (as such expression is defined by Section 736 of the
Companies Xxx 0000 as amended by Section 144 of the Companies Act 1989)
of the Company or any subsidiary of any such holding company;
THE BOARD means the Board of Directors of the Company;
TERMINATION DATE means the date on which the employment of the Director
under this Agreement shall terminate for whatever reason irrespective
of whether the Company shall have been in breach of this Agreement.
2. APPOINTMENT
2.1 The Director shall be appointed Corporate Development Director of the
Company (which shall be deemed to be his job title for the purposes of
this Agreement and of the Employment Rights Act 1996) unless amended by
a letter in writing from the Company.
2.2 The appointment may be terminated by either party giving to the other
not less than 12 calendar months prior notice in writing.
2.3 The Director has been appointed a Director of the Company and will
remain so during the period of his employment by the Company.
2.4 This Agreement shall not take effect until the date on which the offer
by the Company to acquire the entire issued share capital of Vernalis
Group plc (VERNALIS) announced on or about 3rd July 2003 becomes or is
declared to be unconditional in all respects (COMPLETION).
3. DUTIES
During the continuance of his engagement hereunder the Director shall:
(a) be responsible for the integration of the businesses of Vernalis
and the Company and for the Company's corporate development
activities;
2
(b) perform such duties and exercise such powers, authorities and
discretions consistent with his role of Corporate Development
Director as the Company's Chief Executive Officer or the Board
shall from time to time delegate to him on such terms and
conditions and subject to such restrictions as the Chief Executive
Officer or the Board may from time to time reasonably impose;
(c) use his best endeavours to promote the interests of the Company and
those of its Subsidiary and Associated Companies for the time being
and shall during normal business hours unless prevented by illness
or other incapacity devote the whole of his time, attention and
abilities to the business and affairs of the Company and its
Subsidiary and Associated Companies, if any, for the time being;
(d) in the discharge of such duties and in the exercise of such powers
observe and comply with all relevant resolutions, regulations and
directions from time to time made or given by the Board.
(e) act as an officer of any Subsidiary or Associated Company or hold
any other appointment or office as nominee or representative of the
Company or any Subsidiary or Associated Company as directed by the
Board.
4. OTHER ACTIVITIES
The Director shall not during the continuance of this Agreement without
the consent of the Board (such consent not to be unreasonably withheld
or delayed) directly or indirectly engage in any other business or be
concerned or interested (within the meaning contained in Part VI of the
Companies Act 1985) in the share capital of any other business save
that he may be interested (defined as aforesaid) as a holder or
beneficial owner of not more than five per cent. (5%) of any class of
stock shares or debentures which are listed on any publicly quoted
market.
5. PLACE OF PERFORMANCE
The Director's duties hereunder shall be performed at the Company's
head office or at such other place as the Chief Executive Officer or
Board shall from time to time reasonably direct and further the Chief
Executive Officer or Board shall be at liberty to appoint the Director
to serve any of its Subsidiary or Associated Companies if any for the
time being (without further remuneration unless otherwise agreed) in
his capacity as Corporate Development Director.
6. REMUNERATION
As remuneration for his services hereunder the Director shall be
entitled to a basic salary payable at the rate of two hundred and
thirty thousand pounds sterling (Pound Sterling230,000) per annum
(exclusive of any bonus award, pension contribution or share option
grant which may from time to time be made by the Board) payable in
equal monthly instalments (and proportionately for any lesser period
each monthly instalment being deemed to accrue rateably from day to
day) on the last day of every calendar month in arrears. Such
remuneration shall be inclusive of any fees payable to him as a
Director or other officer of the Company or of its Subsidiary or
Associated Companies if any for the time being. The salary payable
hereunder shall be variable upwards by decision of the Board and
subject to review during the month of April 2004 and at least once in
each financial year thereafter. The Company may in its absolute
discretion award to the Director a non-pensionable annual cash bonus of
up to a maximum of 50 per cent. of base salary dependant upon the
achievement of performance targets which will be notified to the
Director by the Board of Directors of British Biotech plc.
3
7. EXPENSES
The Company shall pay to the Director all reasonable travelling
entertainment and other expenses incurred by him in the performance of
his duties under this Agreement. The Director shall, on being so
required, provide the Company with vouchers or other evidence of actual
payment of such expenses.
8. CAR
The Director will receive a non pensionable cash car allowance of Pound
Sterling12,600 per annum.
9. HOURS OF WORK/HOLIDAY
9.1 The Director shall perform such hours of work as may from time to time
be reasonably required of him and shall not be entitled to receive any
additional remuneration for work outside his normal hours which said
normal hours shall for statutory purposes be deemed to be from 9.00 am
to 5.30 pm Monday to Thursday inclusive and 9.00 am to 4.15 pm on
Friday.
9.2 The Director shall be entitled during every calendar year to a minimum
of thirty (30) working days holiday in addition to bank or public
holidays in the UK, or to such longer holidays as shall from time to
time be agreed by the Board, during which his remuneration hereunder
shall continue to be payable. Holidays shall be taken at such times as
the Director and the Company's Chief Executive Officer shall consider
most convenient having regard to the requirements of the Company's
business. Holiday entitlement during the calendar year in which the
Director's employment commences and ceases will be based on his length
of service in the calendar year in question and will be proportionate
to the whole year's entitlement. Up to five days holiday may be carried
forward to the next holiday year but no further. On termination of
employment the Director will be made a payment in respect of accrued
but untaken holiday for that holiday year.
10. SICKNESS/INJURY
10.1 In the event that the Director shall at any time be prevented by
illness or other incapacity from properly performing his duties
hereunder (and shall if required furnish the Board with evidence
satisfactory to them of such incapacity) he shall be entitled to
receive his full salary for the first six (6) months and one half of
his full salary for the next consecutive period of six (6) months
during which such incapacity shall continue;
10.2 Any salary received by the Director pursuant to the foregoing Clause
10.1 shall be inclusive of any payment which the Company is required to
make in respect of Statutory Sick Pay. The Director shall keep the
Company informed of the amount of any National Health Insurance
sickness or injury benefits to which he is entitled (whether or not
these are received) and which are not covered by Statutory Sick Pay and
a deduction of the amount of such benefit will be made by the Company
from any salary payable under the Clause 10.1;
10.3 Notwithstanding the provisions of Clause 2.2 of this Agreement, if the
Director shall continue so incapacitated for a longer period than
twelve (12) consecutive months or if he shall be so incapacitated at
different times for more than twelve (12) months in any one period of
eighteen (18) consecutive months then and in either of such cases the
Company shall be entitled forthwith to terminate the engagement of the
Director by notice in writing and thereupon the Director shall have no
claim against the Company in respect of such termination. The length of
the said notice to be given to the Director hereunder shall be the
minimum period permitted by statute and dependent upon his length of
service. The Company may not exercise its power to terminate the
engagement of the Director under this
4
clause 10.3 if the Director is, at the relevant time, in receipt of
benefits under the income protection cover referred to in clause 11.4
below.
11. PENSION/LIFE INSURANCE/MEDICAL INSURANCE
11.1 The Director shall be informed in writing whether a contracting out
certificate is in force in respect of the employment of the Director.
11.2 The Director shall be entitled to receive a total monthly contribution
payable by the Company into one or more appropriate pension schemes
established by the Company, or into a personal pension scheme nominated
by the Director, at a rate of 19% of a basic salary variable upwards by
decision of the Board. Alternatively, at the Director's option and on
such terms as may be agreed with the Company, the Company shall pay the
Director an additional monthly cash allowance in lieu of all or part of
any pension contributions by the Company less tax and National
Insurance, provided this does not result in any additional cost to the
Company. For the avoidance of doubt, this allowance shall not be taken
into account in relation to the calculation of any salary related
benefits.
11.3 While this Agreement continues a lump sum benefit shall be payable on
the Director's death to such beneficiaries identified by the Director
in any expression of his wishes delivered to the Company before his
death. The benefit is equal to four times the Director's basic annual
salary at his death.
11.4 The Director (and his spouse and dependant children living in the UK)
shall be entitled to receive private health care. The Director shall
also be entitled to income protection cover equivalent to 3/4 of basic
salary (minus the State Incapacity Benefit). These benefits will be
subject to the terms of the insurance or other arrangements under which
the benefits are provided.
12. GRIEVANCES/DISCIPLINARY DECISIONS
Without prejudice to any rights he may have under this Agreement or
operation of law should the Director have any question or grievance or
be dissatisfied with any disciplinary decision concerning his
employment hereunder, he should refer it to the Board whose decision
shall be final and binding.
13. CONFIDENTIALITY
13.1 In respect of Confidential Information of the Company or any Subsidiary
or Associated Company, the Director will not, unless authorised to do
so by the Board or by the Company's Chief Executive Officer or by a
Court of competent jurisdiction, during the continuance of his
employment or for a period of five (5) years thereafter:
(a) use Confidential Information for his own benefit or the benefit of
any other person; or
(b) disclose Confidential Information to any person; or
(c) through any failure to exercise all reasonable care and diligence
cause any disclosure of Confidential Information to any person.
13.2 Confidential Information shall include any information relating to
research and development projects, inventions, processes, practical
experience and methodology, technical and scientific data,
specifications and formulae (whether or not patented or patentable)
developed or acquired and owned or used by the Company any Subsidiary
or Associated Company for the
5
subject of research, production programmes, lists or details of
transactions of, or related to, the Company any Subsidiary or
Associated Company with customers, commercial relationships (including
collaboration agreements) of, or related to, the Company any Subsidiary
or Associated Company, finances, business developments and future
business strategy of, or related to, the Company any Subsidiary or
Associated Company which the Company has designated as confidential
from time to time. Confidential Information shall not include
information which is in the public domain otherwise than by virtue of
breach of obligations to the Company or any Subsidiary or Associated
Company.
13.3 The Company may from time to time notify the Director of any additional
categories of information with regard to the businesses or activities
of the Company, Subsidiary or Associated Company which it regards as
confidential and which will be the subject to the restrictions in this
Clause.
14. PROTECTION OF INTERESTS OF THE COMPANY
14.1 Until the expiration of 12 months from the termination of the Agreement
the Director will not directly or indirectly solicit or entice away or
endeavour to entice away from the Company, any Subsidiary or Associated
Company any person employed by the Company or that Subsidiary or
Associated Company in any executive, sales, marketing, research, or
technical support capacity as at the date of the termination of this
Agreement in order to procure that such a person be engaged or employed
by any other company.
14.2 After the termination of this Agreement or, if later, the date of his
ceasing to be a Director of the Company, the Director will not
represent himself or permit himself to be held out as being in any way
connected with or interested in the business of the Company; and after
the termination of this Agreement he will not represent himself or
permit himself to be held out as being in any way connected with the
business of any Subsidiary or Associated Company, except if and for so
long as he remains a director or an employee of that Subsidiary or
Associated Company.
15. INVENTIONS
15.1 If at any time during the continuance of his employment the Director
whether alone or with any other person, makes, discovers or develops
any invention, product, process or idea which relates to or affects, or
is capable of being used or adapted for use in or in connection with,
the business or any product, process or intellectual property right of
the Company or any Subsidiary or Associated Company, the invention,
product, process, or idea will be the absolute property of the Company
(except to the extent, if any, provided otherwise by Section 39 of the
Patents Act 1977).
15.2 The Director will promptly and fully disclose to the Company any and
all inventions, products, processes, and ideas relating in any way to
the actual or projected products, business or affairs of the Company or
any Subsidiary or Associated Company and made or discovered wholly or
partly by the Director during the period of the Director's employment
by the Company.
15.3 All other intellectual property including original work, industrial and
artistic designs, copyrights, trade marks and Confidential Information,
relating to the business of the Company, any Subsidiary or Associated
Company composed, written, made, designed, or discovered by the
Director in the course of his employment with the Company shall belong,
exclusively to the Company.
6
15.4 The Director will, at the request and expense of the Company, do all
things and sign all documents deemed by the Company necessary or
appropriate:
(a) to confirm or vest in the Company or any nominee of the Company all
rights, interest and title in and to the Company's inventions and
the intellectual property referred to in Clause 15.3;
(b) to procure for the Company or its nominees, patent, design,
copyright, trade xxxx or other protection for the Company's
inventions and the intellectual property referred to in Clause 15.3
in the United Kingdom of Great Britain and Northern Ireland and in
such territories as the Company may in its absolute discretion from
time to time direct; and
(c) to assign to the Company or its nominees the right to make
application for patent, design, copyright, trade xxxx or other
protection for the Company's inventions and the intellectual
property referred to in Clause 15.3 under the laws of territories
outside the United Kingdom of Great Britain and Northern Ireland
and/or under any treaty or international convention and to claim
for such applications whatever priority rights may be lawful.
15.5 Except insofar as the provisions of the Patents Xxx 0000 apply, the
Director's employment by the Company and the remuneration received as
one of its employees shall constitute his sole right of compensation
for the performance of his obligations herein contained.
15.6 If the Director ceases to be employed by the Company and enters the
employment of any Associated Company or of any company which purchases
the whole or part of any of the businesses of the Company or any such
Associated Company, the Company may assign its rights under this Clause
to such Associated Company or purchaser in which event Clauses 15.1 to
15.7 of this Agreement shall (save for the enforcement by the previous
employer of its rights hereunder) thenceforth be construed as if the
expression the Company means such new employer.
15.7 There are no inventions or discoveries now owned wholly or partly by
the Director which were made at a time when the Director was not
employed by the Company, other than as disclosed in writing to the
Company.
16. PUBLICITY
The Director shall not knowingly or recklessly at any time make any
untrue statement in relation to the Company or any Subsidiary or
Associated Companies and in particular shall not after the termination
of this Agreement wrongfully represent himself as being employed by or
connected with the Company or any Subsidiary or Associated Companies.
17. LIQUIDATION/AMALGAMATION
If before the expiration of this Agreement the employment of the
Director hereunder shall be terminated by reason of the liquidation of
the Company for the purpose of amalgamation or reconstruction or as
part of any arrangement for the amalgamation of the undertaking of the
Company not involving liquidation the Director shall be offered
employment with the amalgamated or reconstructed company on terms not
less favourable than the terms of this Agreement.
7
18. DEFAULT
If the Director shall be guilty of any serious misconduct or any
serious or (after due warning) persistent breach or non-observance of
any of the conditions of this Agreement or shall neglect fail or refuse
to carry out the duties properly assigned to him hereunder or shall
become bankrupt or compound with his creditors, the Company shall be
entitled summarily to terminate his employment hereunder without notice
and the Director shall have no claim against the Company in respect of
such termination notwithstanding anything contained elsewhere in this
Agreement provided always that if any such act of misconduct or such
breach or non-observance is capable of being remedied, the Director
shall first be offered a reasonable opportunity to remedy the same
prior to termination as aforesaid and, if and when so remedied, the
employment of the Director hereunder shall continue without
interruption.
19. TERMINATION
19.1 This Agreement may be terminated by mutual agreement between the
parties at any time or by either party giving 12 months notice in
writing to the other.
19.2 On the termination of his employment for whatever reason the Director
will promptly:
(a) resign (if he has not already done so) from all offices held by him
in the Company and any Subsidiaries or Associated Companies; and
(b) deliver up to the Company all technical information, lists of
customers, correspondence, documents and other property (including
any car) relating to the business of the Company, any Subsidiary or
Associated Company which may be in his possession or under his
control; and
(c) The Director irrevocably authorises the Company in his name and on
his behalf to execute all documents and to all things necessary to
effect the resignations referred to in Clause 19.2 in the event of
his failure to do so.
19.3 Any termination of the employment of the Director will be without
prejudice to his continuing obligations under this Agreement.
19.4 The Company has the right to suspend any of the Director's duties and
powers during any period after notice of termination of the Agreement
has been given by the Company or the Director. In particular, the
Company may exercise this right where the Director resigns from the
Company's employment in circumstances where it is reasonable for the
Company to believe that he is or is about to become concerned in, or
about to commence, a business which is, or is likely to be, competitive
with any part of the business of the Company or any Associated or
Subsidiary Company with which the Director was substantially engaged or
concerned in the 12 months before the suspension started. Throughout
any such period of suspension the Director's salary, pro rata bonus at
a rate equivalent to the average bonus paid to him over the past three
years and benefits to which he is entitled under this Agreement shall
continue to be paid or provided by the Company. At any time during such
period the Director will, at the request of the Board, immediately
resign, without claim for compensation, his office as a director of the
Company and any directorship or other office held by him in the Company
or any Associated or Subsidiary Company. The period for which the
restriction in Clause 14.1 applies shall be reduced by any other period
over which the Company exercises its powers to suspend any of the
Director's duties and powers under Clause 19.4.
8
20. CHANGE OF CONTROL
20.1 The Director shall be entitled at any time within six months after a
Change in Control of the Company to terminate his employment by giving
to the Company not less than 30 days prior notice in writing. Upon such
termination or upon termination without notice by the Company during
such six month period the Director shall be entitled to receive a
payment forthwith by way of liquidated damages equal to 12 (twelve)
times the Director's then monthly basic salary. The parties hereto
agree that the sum set out in this sub-clause is a genuine pre-estimate
of the Director's loss.
20.2 For the purposes of Clause 20.1 "Change of Control" of the Company
shall take place on the date on which one person or a group of persons
acting in concert holds, directly or indirectly, any shares in the
Company which carry fifty per cent (50%) or more of the then voting
rights of the Company and a Change of Control shall be deemed to have
taken place upon Completion.
21. ADDITIONAL PARTICULARS
The following additional particulars are given for the purposes of the
Employment Rights Xxx 0000:
(a) the employment of the Director by the Company will begin on
Completion but the Director's previous employment with Vernalis
Group plc shall be treated as part of his continuous employment.
Accordingly, the date of the Director's continuous employment is
1st September 1993.
(b) except as otherwise provided by this Agreement, there are no terms
or conditions of employment relating to hours of work or to normal
working hours or to entitlement to holidays (including public
holidays) or holiday pay or to incapacity for work due to sickness
or injury or to pensions or pension schemes.
22. TERM AND TERMINATION
This Agreement shall remain in full force and effect until such time as
the Director's employment by the Company as defined in Clause 2.1 shall
terminate for any reason, whereupon this Agreement will terminate.
23. CONTINUING TERMS
The expiration or determination of this Agreement howsoever arising
shall not operate to affect such of the provisions hereof as in
accordance with their terms are expressed to operate or have effect
thereafter and shall be without prejudice to any right or action
already accrued to either party in respect of any breach of this
Agreement by the other party.
24. NOTICES
Any notice to be given hereunder shall be in writing and be
sufficiently served, in the case of the Director, by being delivered
either personally to him or sent by registered post addressed to him at
his usual or last known place of abode or, in the case of the Company,
by being delivered at or sent by registered post or recorded delivery
addressed to the Company's Chief Executive Officer, or General Counsel
at the Company's Registered Office and any such notice if so posted
shall be deemed served three days following that on which it was posted
and in proving such service it shall be sufficient to prove that the
notice was properly addressed and dispatched.
9
25. ENTIRE AGREEMENT
The terms of this Agreement constitute the entire agreement and
understanding between the parties hereto and they supersede and replace
all prior negotiations, agreements, arrangements or understandings
(whether implied or express, orally or in writing) relating to the
employment of the Director between the Company and the Director or
between Vernalis Group plc and the Director all of which will cease to
have effect from Completion.
IN WITNESS whereof the parties hereto have executed this Agreement as a Deed
the day and year first above written.
BRITISH BIOTECH PLC )
executed this Agreement as a )
Deed in the presence of: )
Director /s/ X X Xxxxxxx
Director /s/ Xxxxx Xxxxxx
Executed as a Deed by )
XXXXX XXXXXXX )
in the presence of: ) /s/ Xxxxx Xxxxxxx
/s/ Xxxxxx Xxxxxxx, XXXXXXXXXX
10
BRITISH BIOTECH
1 July 2003
Xx Xxxxx Xxxxxxx
Vernalis Group plc
Oakdene Court
613 Reading Road
Winnersh
Wokingham
Berkshire
RG41 5UA
Dear Xxxxx
This letter is to confirm the proposed option grant to be made to you by British
Biotech plc ("BRITISH BIOTECH") subject to the conditions set out in this
letter.
As Chairman of the remuneration committee of British Biotech, I will put
forward, for approval by the remuneration committee of British Biotech at its
next meeting on or around 15 July 2003, that you should be granted an option
under and in accordance with the rules of the British Biotech Discretionary
Share Option Plan (the "PLAN") over such number of British Biotech shares whose
market value, at the time of grant, is as close as possible to (but not greater
than) two times your base salary of Sterling Pound230,000 (the "OPTION").
Subject to the approval of the remuneration committee of the grant of the
Option, the exercise of the Option will be conditional upon the satisfaction
of a performance target, to be agreed by the remuneration committee of British
Biotech and set out on the grant of the Option. The remuneration committee will
also be considering some changes to the rules of the Plan and the Option will
be granted subject to the rules at the time of grant. In particular, British
Biotech retains the flexibility to treat the Option as an Equity Settled Stock
Appreciation Right meaning it could, at its discretion, provide you with shares
in British Biotech up to a value equivalent to the gain on the Option at
exercise, rather than receiving an exercise price from you and providing the
full value of the shares underlying the Option.
The grant of the Option is subject to approval by the remuneration committee of
British Biotech, to the offer by British Biotech for the entire issued share
capital of Vernalis Group plc becoming or being declared unconditional in all
respects ("COMPLETION") and to your appointment as Corporate Development
Director of British Biotech.
The intention is that the Option should be granted to you as soon as reasonably
practicable following Completion.
Yours sincerely
/s/ Xxxxx Xxxxxxxxxx
Xxxxx Xxxxxxxxxx
Chairman of the remuneration committee
British Biotech plc
BRITISH BIOTECH PLC
XXXXXXXXXX XXXX XXXXXX XX0 0XX
TEL 00000 000000
REGISTERED IN ENGLAND AND WALES NO.2304992
2nd July 2003
Dear Xxxxx,
I am writing to clarify certain aspects of the bonus arrangements referred to in
clause 6 of your service agreement with British Biotech Plc (the "COMPANY").
In respect of the current bonus year which runs from 1st May to 30th April the
Company will set performance targets for you as soon as reasonably practicable
following Completion (as defined in your service agreement with the Company).
Your maximum potential bonus will be calculated on a pro-rata basis, judged
against your achievement of the performance targets which the Company has set.
Whilst you do not have any contractual right to receive a pro-rata bonus payment
should your employment terminate before the date on which any bonus is paid, I
can confirm that in the past, the Company has paid a pro-rata bonus up to the
termination date where employment is terminated before the bonus payment date. A
pro-rata bonus payment would, of course, only be made in these circumstances if
any relevant performance targets have been or are likely to be achieved.
Yours sincerely,
/s/ Xxxxx Xxxxxx
XXXXX XXXXXX
SERVICE AGREEMENT
DATED 2nd JULY 2003
(1) BRITISH BIOTECH PLC
(2) DR XXXXXXXXX
XXXXX & OVERY
London
CONTENTS
CLAUSE PAGE
------ ----
1. Definitions..........................................................2
2. Appointment..........................................................2
3. Duties...............................................................2
4. Other Activities.....................................................3
5. Place of Performance.................................................3
6. Remuneration.........................................................3
7. Expenses.............................................................4
8. Car..................................................................4
9. Hours of Work/Holiday................................................4
10. Sickness/Injury......................................................4
11. Pension/Life Insurance/Medical Insurance.............................5
12. Grievances/Disciplinary Decisions....................................5
13. Confidentiality......................................................5
14. Protection of Interests of the Company...............................6
15. Inventions...........................................................6
16. Publicity............................................................7
17. Liquidation/Amalgamation.............................................7
18. Default..............................................................8
19. Termination..........................................................8
20. Change of Control....................................................9
21. Additional Particulars...............................................9
22. Term and Termination.................................................9
23. Continuing Terms.....................................................9
24. Notices..............................................................9
25. Entire Agreement....................................................10
1
THIS AGREEMENT is made the day of July 2003
BETWEEN:
(1) BRITISH BIOTECH PLC (registered number 2304992) whose registered office
is situated at Xxxxxxxxxx Xxxx, Xxxxxx XX0 0XX (THE COMPANY); and
(2) XXXX XXXXXXXXX c/o Vernalis Group plc, Oakdene Court, 613 Reading Road,
Winnersh, Wokingham, Berkshire RG41 5UA (THE DIRECTOR).
NOW IT IS HEREBY AGREED as follows:
1. DEFINITIONS
In this Agreement the following expressions shall have the following
meanings:
SUBSIDIARY means any company which for the time being is a subsidiary
company (as such expression is defined by Section 736 of the Companies
Xxx 0000 as amended by Section 144 of the Companies Act 1989) of any
other company;
ASSOCIATED COMPANY means any company which for the time being is a
holding company (as such expression is defined by Section 736 of the
Companies Xxx 0000 as amended by Section 144 of the Companies Act 1989)
of the Company or any subsidiary of any such holding company;
THE BOARD means the Board of Directors of the Company;
TERMINATION DATE means the date on which the employment of the Director
under this Agreement shall terminate for whatever reason irrespective
of whether the Company shall have been in breach of this Agreement.
2. APPOINTMENT
2.1 The Director shall be appointed Development Director of the Company
(which shall be deemed to be his job title for the purposes of this
Agreement and of the Employment Rights Act 1996) unless amended by a
letter in writing from the Company.
2.2 The appointment may be terminated by either party giving to the other
not less than 12 calendar months prior notice in writing.
2.3 The Director has been appointed a Director of the Company and will
remain so during the period of his employment by the Company.
2.4 This Agreement shall not take effect until the date on which the offer
by the Company to acquire the entire issued share capital of Vernalis
Group plc (VERNALIS) announced on or about 3rd July 2003 becomes or is
declared to be unconditional in all respects (COMPLETION).
3. DUTIES
During the continuance of his engagement hereunder the Director shall:
(a) be responsible for the development of the Company's product
development portfolio;
2
(b) perform such duties and exercise such powers, authorities and
discretions consistent with his role of Development Director as the
Company's Chief Executive Officer or the Board shall from time to
time delegate to him on such terms and conditions and subject to
such restrictions as the Chief Executive Officer or the Board may
from time to time reasonably impose;
(c) use his best endeavours to promote the interests of the Company and
those of its Subsidiary and Associated Companies for the time being
and shall during normal business hours unless prevented by illness
or other incapacity devote the whole of his time, attention and
abilities to the business and affairs of the Company and its
Subsidiary and Associated Companies, if any, for the time being;
(d) in the discharge of such duties and in the exercise of such powers
observe and comply with all relevant resolutions, regulations and
directions from time to time made or given by the Board.
(e) act as an officer of any Subsidiary or Associated Company or hold
any other appointment or office as nominee or representative of the
Company or any Subsidiary or Associated Company as directed by the
Board.
4. OTHER ACTIVITIES
The Director shall not during the continuance of this Agreement without
the consent of the Board (such consent not to be unreasonably withheld
or delayed) directly or indirectly engage in any other business or be
concerned or interested (within the meaning contained in Part VI of the
Companies Act 1985) in the share capital of any other business save
that he may be interested (defined as aforesaid) as a holder or
beneficial owner of not more than five per cent. (5%) of any class of
stock shares or debentures which are listed on any publicly quoted
market.
5. PLACE OF PERFORMANCE
The Director's duties hereunder shall be performed at the Company's
head office or at such other place as the Chief Executive Officer or
Board shall from time to time reasonably direct and further the Chief
Executive Officer or Board shall be at liberty to appoint the Director
to serve any of its Subsidiary or Associated Companies if any for the
time being (without further remuneration unless otherwise agreed) in
his capacity as Development Director.
6. REMUNERATION
As remuneration for his services hereunder the Director shall be
entitled to a basic salary payable at the rate of one hundred and
eighty thousand pounds sterling (Pound Sterling180,000) per annum
(exclusive of any bonus award, pension contribution or share option
grant which may from time to time be made by the Board) payable in
equal monthly instalments (and proportionately for any lesser period
each monthly instalment being deemed to accrue rateably from day to
day) on the last day of every calendar month in arrears. Such
remuneration shall be inclusive of any fees payable to him as a
Director or other officer of the Company or of its Subsidiary or
Associated Companies if any for the time being. The salary payable
hereunder shall be variable upwards by decision of the Board and
subject to review during the month of April 2004 and at least once in
each financial year thereafter. The Company may in its absolute
discretion award to the Director a non-pensionable annual cash bonus of
up to a maximum of 50 per cent. of base salary dependant upon the
achievement of performance targets which will be notified to the
Director by the Board of Directors of British Biotech plc.
3
7. EXPENSES
The Company shall pay to the Director all reasonable travelling
entertainment and other expenses incurred by him in the performance of
his duties under this Agreement. The Director shall, on being so
required, provide the Company with vouchers or other evidence of actual
payment of such expenses.
8. CAR
The Director will receive a non pensionable cash car allowance of
Pound Sterling12,600 per annum.
9. HOURS OF WORK/HOLIDAY
9.1 The Director shall perform such hours of work as may from time to time
be reasonably required of him and shall not be entitled to receive any
additional remuneration for work outside his normal hours which said
normal hours shall for statutory purposes be deemed to be from 9.00 am
to 5.30 pm Monday to Thursday inclusive and 9.00 am to 4.15 pm on
Friday.
9.2 The Director shall be entitled during every calendar year to a minimum
of thirty (30) working days holiday in addition to bank or public
holidays in the UK, or to such longer holidays as shall from time to
time be agreed by the Board, during which his remuneration hereunder
shall continue to be payable. Holidays shall be taken at such times as
the Director and the Company's Chief Executive Officer shall consider
most convenient having regard to the requirements of the Company's
business. Holiday entitlement during the calendar year in which the
Director's employment commences and ceases will be based on his length
of service in the calendar year in question and will be proportionate
to the whole year's entitlement. Up to five days holiday may be carried
forward to the next holiday year but no further. On termination of
employment the Director will be made a payment in respect of accrued
but untaken holiday for that holiday year.
10. SICKNESS/INJURY
10.1 In the event that the Director shall at any time be prevented by
illness or other incapacity from properly performing his duties
hereunder (and shall if required furnish the Board with evidence
satisfactory to them of such incapacity) he shall be entitled to
receive his full salary for the first six (6) months and one half of
his full salary for the next consecutive period of six (6) months
during which such incapacity shall continue;
10.2 Any salary received by the Director pursuant to the foregoing Clause
10.1 shall be inclusive of any payment which the Company is required to
make in respect of Statutory Sick Pay. The Director shall keep the
Company informed of the amount of any National Health Insurance
sickness or injury benefits to which he is entitled (whether or not
these are received) and which are not covered by Statutory Sick Pay and
a deduction of the amount of such benefit will be made by the Company
from any salary payable under the Clause 10.1;
10.3 Notwithstanding the provisions of Clause 2.2 of this Agreement, if the
Director shall continue so incapacitated for a longer period than
twelve (12) consecutive months or if he shall be so incapacitated at
different times for more than twelve (12) months in any one period of
eighteen (18) consecutive months then and in either of such cases the
Company shall be entitled forthwith to terminate the engagement of the
Director by notice in writing and thereupon the Director shall have no
claim against the Company in respect of such termination. The length of
the said notice to be given to the Director hereunder shall be the
minimum period permitted by statute and dependent upon his length of
service. The Company may not exercise its power to terminate the
engagement of the Director under this
4
clause 10.3 if the Director is, at the relevant time, in receipt of
benefits under the income protection cover referred to in clause 11.4
below.
11. PENSION/LIFE INSURANCE/MEDICAL INSURANCE
11.1 The Director shall be informed in writing whether a contracting out
certificate is in force in respect of the employment of the Director.
11.2 The Director shall be entitled to receive a total monthly contribution
payable by the Company into one or more appropriate pension schemes
established by the Company, or into a personal pension scheme nominated
by the Director, at a rate of 19% of a basic salary variable upwards by
decision of the Board. Alternatively, at the Director's option and on
such terms as may be agreed with the Company, the Company shall pay the
Director an additional monthly cash allowance in lieu of all or part of
any pension contributions by the Company less tax and National
Insurance, provided this does not result in any additional cost to the
Company. For the avoidance of doubt, this allowance shall not be taken
into account in relation to the calculation of any salary related
benefits.
11.3 While this Agreement continues a lump sum benefit shall be payable on
the Director's death to such beneficiaries identified by the Director
in any expression of his wishes delivered to the Company before his
death. The benefit is equal to four times the Director's basic annual
salary at his death.
11.4 The Director (and his spouse and dependant children living in the UK)
shall be entitled to receive private health care. Subject to the
Director passing a medical examination and the Company being able to
obtain income protection cover on satisfactory terms, the Director
shall also be entitled to income protection cover equivalent to 3/4 of
basic salary (minus the State Incapacity Benefit). These benefits will
be subject to the terms of the insurance or other arrangements under
which the benefits are provided.
12. GRIEVANCES/DISCIPLINARY DECISIONS
Without prejudice to any rights he may have under this Agreement or
operation of law should the Director have any question or grievance or
be dissatisfied with any disciplinary decision concerning his
employment hereunder, he should refer it to the Board whose decision
shall be final and binding.
13. CONFIDENTIALITY
13.1 In respect of Confidential Information of the Company or any Subsidiary
or Associated Company, the Director will not, unless authorised to do
so by the Board or by the Company's Chief Executive Officer or by a
Court of competent jurisdiction, during the continuance of his
employment or for a period of five (5) years thereafter:
(a) use Confidential Information for his own benefit or the benefit of
any other person; or
(b) disclose Confidential Information to any person; or
(c) through any failure to exercise all reasonable care and diligence
cause any disclosure of Confidential Information to any person.
13.2 Confidential Information shall include any information relating to
research and development projects, inventions, processes, practical
experience and methodology, technical and scientific data,
specifications and formulae (whether or not patented or patentable)
developed or
5
acquired and owned or used by the Company any Subsidiary or Associated
Company for the subject of research, production programmes, lists or
details of transactions of, or related to, the Company any Subsidiary
or Associated Company with customers, commercial relationships
(including collaboration agreements) of, or related to, the Company any
Subsidiary or Associated Company, finances, business developments and
future business strategy of, or related to, the Company any Subsidiary
or Associated Company which the Company has designated as confidential
from time to time. Confidential Information shall not include
information which is in the public domain otherwise than by virtue of
breach of obligations to the Company or any Subsidiary or Associated
Company.
13.3 The Company may from time to time notify the Director of any additional
categories of information with regard to the businesses or activities
of the Company, Subsidiary or Associated Company which it regards as
confidential and which will be the subject to the restrictions in this
Clause.
14. PROTECTION OF INTERESTS OF THE COMPANY
14.1 Until the expiration of 12 months from the termination of the Agreement
the Director will not directly or indirectly solicit or entice away or
endeavour to entice away from the Company, any Subsidiary or Associated
Company any person employed by the Company or that Subsidiary or
Associated Company in any executive, sales, marketing, research, or
technical support capacity as at the date of the termination of this
Agreement in order to procure that such a person be engaged or employed
by any other company.
14.2 After the termination of this Agreement or, if later, the date of his
ceasing to be a Director of the Company, the Director will not
represent himself or permit himself to be held out as being in any way
connected with or interested in the business of the Company; and after
the termination of this Agreement he will not represent himself or
permit himself to be held out as being in any way connected with the
business of any Subsidiary or Associated Company, except if and for so
long as he remains a director or an employee of that Subsidiary or
Associated Company.
15. INVENTIONS
15.1 If at any time during the continuance of his employment the Director
whether alone or with any other person, makes, discovers or develops
any invention, product, process or idea which relates to or affects, or
is capable of being used or adapted for use in or in connection with,
the business or any product, process or intellectual property right of
the Company or any Subsidiary or Associated Company, the invention,
product, process, or idea will be the absolute property of the Company
(except to the extent, if any, provided otherwise by Section 39 of the
Patents Act 1977).
15.2 The Director will promptly and fully disclose to the Company any and
all inventions, products, processes, and ideas relating in any way to
the actual or projected products, business or affairs of the Company or
any Subsidiary or Associated Company and made or discovered wholly or
partly by the Director during the period of the Director's employment
by the Company.
15.3 All other intellectual property including original work, industrial and
artistic designs, copyrights, trade marks and Confidential Information,
relating to the business of the Company, any Subsidiary or Associated
Company composed, written, made, designed, or discovered by the
Director in the course of his employment with the Company shall belong,
exclusively to the Company.
6
15.4 The Director will, at the request and expense of the Company, do all
things and sign all documents deemed by the Company necessary or
appropriate:
(a) to confirm or vest in the Company or any nominee of the Company all
rights, interest and title in and to the Company's inventions and
the intellectual property referred to in Clause 15.3;
(b) to procure for the Company or its nominees, patent, design,
copyright, trade xxxx or other protection for the Company's
inventions and the intellectual property referred to in Clause 15.3
in the United Kingdom of Great Britain and Northern Ireland and in
such territories as the Company may in its absolute discretion from
time to time direct; and
(c) to assign to the Company or its nominees the right to make
application for patent, design, copyright, trade xxxx or other
protection for the Company's inventions and the intellectual
property referred to in Clause 15.3 under the laws of territories
outside the United Kingdom of Great Britain and Northern Ireland
and/or under any treaty or international convention and to claim
for such applications whatever priority rights may be lawful.
15.5 Except insofar as the provisions of the Patents Xxx 0000 apply, the
Director's employment by the Company and the remuneration received as
one of its employees shall constitute his sole right of compensation
for the performance of his obligations herein contained.
15.6 If the Director ceases to be employed by the Company and enters the
employment of any Associated Company or of any company which purchases
the whole or part of any of the businesses of the Company or any such
Associated Company, the Company may assign its rights under this Clause
to such Associated Company or purchaser in which event Clauses 15.1 to
15.7 of this Agreement shall (save for the enforcement by the previous
employer of its rights hereunder) thenceforth be construed as if the
expression the Company means such new employer.
15.7 There are no inventions or discoveries now owned wholly or partly by
the Director which were made at a time when the Director was not
employed by the Company, other than as disclosed in writing to the
Company.
16. PUBLICITY
The Director shall not knowingly or recklessly at any time make any
untrue statement in relation to the Company or any Subsidiary or
Associated Companies and in particular shall not after the termination
of this Agreement wrongfully represent himself as being employed by or
connected with the Company or any Subsidiary or Associated Companies.
17. LIQUIDATION/AMALGAMATION
If before the expiration of this Agreement the employment of the
Director hereunder shall be terminated by reason of the liquidation of
the Company for the purpose of amalgamation or reconstruction or as
part of any arrangement for the amalgamation of the undertaking of the
Company not involving liquidation the Director shall be offered
employment with the amalgamated or reconstructed company on terms not
less favourable than the terms of this Agreement.
7
18. DEFAULT
If the Director shall be guilty of any serious misconduct or any
serious or (after due warning) persistent breach or non-observance of
any of the conditions of this Agreement or shall neglect fail or refuse
to carry out the duties properly assigned to him hereunder or shall
become bankrupt or compound with his creditors, the Company shall be
entitled summarily to terminate his employment hereunder without notice
and the Director shall have no claim against the Company in respect of
such termination notwithstanding anything contained elsewhere in this
Agreement provided always that if any such act of misconduct or such
breach or non-observance is capable of being remedied, the Director
shall first be offered a reasonable opportunity to remedy the same
prior to termination as aforesaid and, if and when so remedied, the
employment of the Director hereunder shall continue without
interruption.
19. TERMINATION
19.1 This Agreement may be terminated by mutual agreement between the
parties at any time or by either party giving 12 months notice in
writing to the other.
19.2 On the termination of his employment for whatever reason the Director
will promptly:
(a) resign (if he has not already done so) from all offices held by him
in the Company and any Subsidiaries or Associated Companies; and
(b) deliver up to the Company all technical information, lists of
customers, correspondence, documents and other property (including
any car) relating to the business of the Company, any Subsidiary or
Associated Company which may be in his possession or under his
control; and
(c) The Director irrevocably authorises the Company in his name and on
his behalf to execute all documents and to all things necessary to
effect the resignations referred to in Clause 19.2 in the event of
his failure to do so.
19.3 Any termination of the employment of the Director will be without
prejudice to his continuing obligations under this Agreement.
19.4 The Company has the right to suspend any of the Director's duties and
powers during any period after notice of termination of the Agreement
has been given by the Company or the Director. In particular, the
Company may exercise this right where the Director resigns from the
Company's employment in circumstances where it is reasonable for the
Company to believe that he is or is about to become concerned in, or
about to commence, a business which is, or is likely to be, competitive
with any part of the business of the Company or any Associated or
Subsidiary Company with which the Director was substantially engaged or
concerned in the 12 months before the suspension started. Throughout
any such period of suspension the Director's salary, pro rata bonus at
a rate equivalent to the average bonus paid to him over the past three
years and benefits to which he is entitled under this Agreement shall
continue to be paid or provided by the Company. At any time during such
period the Director will, at the request of the Board, immediately
resign, without claim for compensation, his office as a director of the
Company and any directorship or other office held by him in the Company
or any Associated or Subsidiary Company. The period for which the
restriction in Clause 14.1 applies shall be reduced by any other period
over which the Company exercises its powers to suspend any of the
Director's duties and powers under Clause 19.4.
8
20. CHANGE OF CONTROL
20.1 The Director shall be entitled at any time within six months after a
Change in Control of the Company to terminate his employment by giving
to the Company not less than 30 days prior notice in writing. Upon such
termination or upon termination without notice by the Company during
such six month period the Director shall be entitled to receive a
payment forthwith by way of liquidated damages equal to 12 (twelve)
times the Director's then monthly basic salary. The parties hereto
agree that the sum set out in this sub-clause is a genuine pre-estimate
of the Director's loss.
20.2 For the purposes of Clause 20.1 "Change of Control" of the Company
shall take place on the date on which one person or a group of persons
acting in concert holds, directly or indirectly, any shares in the
Company which carry fifty per cent (50%) or more of the then voting
rights of the Company and a Change of Control shall be deemed to have
taken place upon Completion.
21. ADDITIONAL PARTICULARS
The following additional particulars are given for the purposes of the
Employment Rights Xxx 0000:
(a) the employment of the Director by the Company will begin on
Completion but the Director's previous employment with Vernalis
Group plc shall be treated as part of his continuous employment.
Accordingly, the date of the Director's continuous employment is
4th August 1997.
(b) except as otherwise provided by this Agreement, there are no terms
or conditions of employment relating to hours of work or to normal
working hours or to entitlement to holidays (including public
holidays) or holiday pay or to incapacity for work due to sickness
or injury or to pensions or pension schemes.
22. TERM AND TERMINATION
This Agreement shall remain in full force and effect until such time as
the Director's employment by the Company as defined in Clause 2.1 shall
terminate for any reason, whereupon this Agreement will terminate.
23. CONTINUING TERMS
The expiration or determination of this Agreement howsoever arising
shall not operate to affect such of the provisions hereof as in
accordance with their terms are expressed to operate or have effect
thereafter and shall be without prejudice to any right or action
already accrued to either party in respect of any breach of this
Agreement by the other party.
24. NOTICES
Any notice to be given hereunder shall be in writing and be
sufficiently served, in the case of the Director, by being delivered
either personally to him or sent by registered post addressed to him at
his usual or last known place of abode or, in the case of the Company,
by being delivered at or sent by registered post or recorded delivery
addressed to the Company's Chief Executive Officer, or General Counsel
at the Company's Registered Office and any such notice if so posted
shall be deemed served three days following that on which it was posted
and in proving such service it shall be sufficient to prove that the
notice was properly addressed and dispatched.
9
25. ENTIRE AGREEMENT
The terms of this Agreement constitute the entire agreement and
understanding between the parties hereto and they supersede and replace
all prior negotiations, agreements, arrangements or understandings
(whether implied or express, orally or in writing) relating to the
employment of the Director between the Company and the Director or
between Vernalis Group plc and the Director all of which will cease to
have effect from Completion.
IN WITNESS whereof the parties hereto have executed this Agreement as a Deed
the day and year first above written.
BRITISH BIOTECH PLC )
executed this Agreement as a )
Deed in the presence of: )
Director /s/ Xxxxx Xxxxxx
Director /s/ X X Xxxxxxx
Executed as a Deed by ) /s/ J Xxxxxxxxx 2/7/03
XXXX XXXXXXXXX )
in the presence of: ) /s/ X Xxxxxx, XXXXXXXXXX
10
BRITISH BIOTECH
1 July 2003
Mr Xxxx Xxxxxxxxxx
Vernalis Group plc
Oakdene Court
613 Reading Road
Winnersh
Wokingham
Berkshire
RG41 5UA
Dear Xxxx,
This letter is to confirm the proposed option grant to be made to you by
British Biotech plc ("BRITISH BIOTECH") subject to the conditions set out in
this letter.
As Chairman of the remuneration committee of British Biotech, I will put
forward, for approval by the remuneration committee of British Biotech at its
next meeting on or around 15 July 2003, that you should be granted an option
under and in accordance with the rules of the British Biotech Discretionary
Share Option Plan ("PLAN") over such number of British Biotech shares whose
market value, at the time of grant, is as close as possible to (but not greater
than) two times your base salary of L180,000 (the "OPTION").
Subject to the approval of the remuneration committee of the grant of the
Option, the exercise of the Option will be conditional upon the satisfaction of
a performance target, to be agreed by the remuneration committee of British
Biotech and set out on the grant of the Option. The remuneration committee will
also be considering some changes to the rules of the Plan and the Option will
be granted subject to the rules at the time of grant. In particular, British
Biotech retains the flexibility to treat the Option as an Equity Settled Stock
Appreciation Right meaning it could, at its discretion, provide you with shares
in British Biotech up to a value equivalent to the gain on the Option at
exercise, rather than receiving an exercise price from you and providing the
full value of the shares underlying the Option.
The grant of the Option is subject to approval by the remuneration committee of
British Biotech, to the offer by British Biotech for the entire issued share
capital of String Group plc becoming or being declared unconditional in all
respects ("COMPLETION") and to your appointment as Development Director of
British Biotech.
The intention is that the Option should be granted to you as soon as reasonably
practicable following Completion.
Yours sincerely,
/s/ Xxxxx Xxxxxxxxxx
-----------------------
Xxxxx Xxxxxxxxxx
Chairman of the remuneration committee
British Biotech plc
BRITISH BIOTECH PLC
XXXXXXXXXX XXXX XXXXXX XX0 0XX
TEL 00000 000000
REGISTERED IN ENGLAND AND WALES NO.2304992
2nd July 2003
Dear Xxxx,
I am writing to clarify certain aspects of the bonus arrangements referred to in
clause 6 of your service agreement with British Biotech Plc (the "COMPANY").
In respect of the current bonus year which runs from 1st May to 30th April the
Company will set performance targets for you as soon as reasonably practicable
following Completion (as defined in your service agreement with the Company).
Your maximum potential bonus will be calculated on a pro-rata basis, judged
against your achievement of the performance targets which the Company has set.
Whilst you do not have any contractual right to receive a pro-rata bonus payment
should your employment terminate before the date on which any bonus is paid, I
can confirm that in the past, the Company has paid a pro-rata bonus up to the
termination date where employment is terminated before the bonus payment date. A
pro-rata bonus payment would, of course, only be made in these circumstances if
any relevant performance targets have been or are likely to be achieved.
Yours sincerely,
/s/ Xxxxx Xxxxxx
XXXXX XXXXXX
BRITISH BIOTECH PLC
REGISTERED OFFICE: XXXXXX XXXXX, XXXXXXXXXX XXXX, XXXXXX XX0 0XX
REGISTERED IN ENGLAND AND WALES NO. 2304992
17th July, 2003
Dr P Read
x/x Xxxxxx Xxxxx
Xxxxxxxxxx Xxxx
Xxxxxx XX0 0XX
Dear Dr Read
I am writing subsequent to the meeting of the Board Committee dealing with the
Vernalis Group plc Merger (see below) on 2nd July 2003 at which the Board
considered a proposal to appoint you as a non-executive director of British
Biotech plc (which it is proposed will be re-named Vernalis Group plc)(the
"Company") conditional on the Merger (as defined in the draft Listing
Particulars relating to the issue of new British Biotech plc shares dated 14th
July 2003) becoming or being declared unconditional in all respects.
This letter outlines the basis of your proposed appointment.
1. Your appointment is for a fixed term of three years with effect from
the date of completion of the Merger (as defined above). At the end of
the fixed term, in accordance with the Combined Code, the Board of the
Company will review your appointment and a further term of office may
be agreed.
2. The office of non-executive director will be held in accordance with
the Company's articles of association as varied from time to time.
Nothing in this letter will be taken to exclude or vary the Company's
articles of association as they apply to you as a director of the
Company. In particular, you will:
(a) retire from office, but be eligible for reappointment at the next
annual general meeting; and
(b) subsequently be subject to the retirement of directors by rotation
provisions in the Company's articles of association.
3. You are entitled to resign your position at any time, in accordance
with the Company's articles of association, although the Company would
normally expect at least one month's prior notice.
4. As a director, you will be expected to attend meetings of the Company's
Board and of any Committees of the Board to which you may be appointed.
At present there are six regular meetings of the Board of Directors
each year, which will normally be held in Winnersh or Cambridge on
dates agreed by the Board. These meetings normally commence at 10.00am
and run until 3.00pm or 4.00pm. The nature of the Company's business
necessitates additional meetings from time to time and, if required,
these will be arranged at times convenient to a majority of the
directors.
5. You will receive a fee of Pound Sterling33,000 per annum, which fee
covers any and all preparation and attendance by you at full Board
meetings or Committee Board meetings. If you carry out the role of
chairman of the Remuneration or Nominations and Corporate Governance
Committees you will be paid an additional fee of Pound Sterling5,000
per annum. If you carry out the role of chairman of the Audit Committee
you will be paid an additional fee of Pound Sterling7,500 per annum.
6. In addition to your fees, the Company will reimburse out-of-pocket
expenses properly and reasonably incurred by you in the performance of
your duties including travel costs for attendance at meetings. I would
ask that, wherever feasible, your claims for all out-of-pocket expenses
are submitted with supporting documentation in accordance with the
company's policy and practice.
7. As the Company is a publicly quoted company, all directors and their
connected persons are subject to the rules on insider dealing and, in
particular, to the requirements of the "Model Code" contained in The
Listing Rules. Full details of these requirements and any other
responsibilities related to your directorship can be explained by Xxxx
Xxxx, Finance Director.
8. During your appointment you will have access to confidential
information regarding the businesses and financial affairs of the
Company and its subsidiaries. You must not, either during your
appointment or afterwards, disclose to anyone or otherwise make use of
this confidential information, except in the proper performance of your
duties or as may be required by law or by any competent regulatory
body. This does not apply, however, to any information already in the
public domain or which forms part of your own skill and knowledge.
9. Your appointment will terminate on whichever is the earlier of:
(a) the date of expiry of the term specified in paragraph 1; and
(b) the date of your ceasing to be a director for any reason pursuant
to the Company's articles of association or any other applicable
rule or law.
10. The Company will obtain director's and officer's liability insurance
for your benefit and maintain the cover in force for so long as you are
a non-executive director of the Company.
I should be grateful if you would sign and return a copy of this letter to
indicate your consent to serve as a director of the Company.
Yours sincerely
/s/ X X Xxxxxxx
-----------------
Xxxxx Xxxxxxx
CHAIRMAN
Accepted.
/s/ P Read
-----------------
P Read
19th July 2003
-----------------
Dated
BRITISH BIOTECH PLC
REGISTERED OFFICE: XXXXXX XXXXX, XXXXXXXXXX XXXX, XXXXXX XX0 0XX
REGISTERED IN ENGLAND AND WALES NO. 2304992
17th July, 2003
Mr G Xxxxxxx
x/x Xxxxxx Xxxxx
Xxxxxxxxxx Xxxx
Xxxxxx XX0 0XX
Dear Xx Xxxxxxx
I am writing subsequent to meeting of the Board Committee dealing with the
Vernalis Group plc Merger (see below) on 2nd July 2003 at which the Board
considered a proposal to appoint you as senior independent non-executive
director and deputy chairman of British Biotech plc (which it is proposed will
be re-named Vernalis Group plc) (the "Company") conditional on the Merger (as
defined in the draft Listing Particulars relating to the issue of new British
Biotech plc shares dated 14th July 2003) becoming or being declared
unconditional in all respects.
This letter outlines the basis of your proposed appointment.
1. Your appointment is for a fixed term of three years with effect from
the date of completion of the Merger (as defined above). At the end of
the fixed term, in accordance with the Combined Code, the Board of the
Company will review your appointment and a further term of office may
be agreed.
2. The offices of senior independent non-executive director and deputy
chairman will be held in accordance with the Company's articles of
association as varied from time to time. Nothing in this letter will be
taken to exclude or vary the Company's articles of association as they
apply to you as a director of the Company. In particular, you will:
(a) retire from office, but be eligible for reappointment at the next
annual general meeting; and
(b) subsequently be subject to the retirement of directors by rotation
provisions in the Company's
articles of association.
3. You are entitled to resign your positions at any time, in accordance
with the Company's articles of association, although the Company would
normally expect at least one month's prior notice.
4. As a director, you will be expected to attend meetings of the Company's
Board and of any Committees of the Board to which you may be appointed.
At present there are six regular meetings of the Board of Directors
each year, which will normally be held in Winnersh or Cambridge on
dates agreed by the Board. These meetings normally commence at 10.00am
and run until 3.00pm or 4.00pm. The nature of the Company's business
necessitates additional meetings from time to time and, if required,
these will be arranged at times convenient to a majority of the
directors.
5. The fee payable by the Company to you will be Pound Sterling55,000 per
annum which fee covers any and all preparation and attendance by you at
full Board meetings or Committee Board meetings. If you carry out the
role of chairman of the Remuneration or Nominations and Corporate
Governance Committees you will be paid an additional fee of Pound
Sterling5,000 per annum. If you carry out the role of chairman of the
Audit Committee you will be paid an additional fee of Pound
Sterling7,500 per annum.
6. In addition to your fees, the Company will reimburse out-of-pocket
expenses properly and reasonably incurred by you in the performance of
your duties including travel costs for attendance at meetings. I would
ask that, wherever feasible, your claims for all out-of-pocket expenses
are submitted with supporting documentation in accordance with the
company's policy and practice.
7. As the Company is a publicly quoted company, all directors and their
connected persons are subject to the rules on insider dealing and, in
particular, to the requirements of the "Model Code" contained in The
Listing Rules. Full details of these requirements and any other
responsibilities related to your directorship can be explained by Xxxx
Xxxx, Finance Director.
8. During your appointment you will have access to confidential
information regarding the businesses and financial affairs of the
Company and its subsidiaries. You must not, either during your
appointment or afterwards, disclose to anyone or otherwise make use of
this confidential information, except in the proper performance of your
duties or as may be required by law or by any competent regulatory
body. This does not apply, however, to any information already in the
public domain or which forms part of your own skill and knowledge.
9. Your appointment will terminate on whichever is the earlier of:
(a) the date of expiry of the term specified in paragraph 1; and
(b) the date of your ceasing to be a director for any reason pursuant
to the Company's articles of association or any other applicable
rule or law.
10. The Company will obtain director's and officer's liability insurance
for your benefit and maintain the cover in force for so long as you are
a non-executive director of the Company.
I should be grateful if you would sign and return a copy of this letter to
indicate your consent to serve as a director of the Company.
Yours sincerely
/s/ X X Xxxxxxx
-------------------
Xxxxx Xxxxxxx
CHAIRMAN
Accepted.
/s/ G Xxxxxxx
-------------------
G Xxxxxxx
21st July 2003
-------------------
Dated
BRITISH BIOTECH PLC
REGISTERED OFFICE: XXXXXX XXXXX, XXXXXXXXXX XXXX, XXXXXX XX0 0XX
REGISTERED IN ENGLAND AND WALES NO. 2304992
17th July, 2003
Ms C Xxxxxxxx
x/x Xxxxxx Xxxxx
Xxxxxxxxxx Xxxx
Xxxxxx XX0 0XX
Dear Xx Xxxxxxxx
I am writing subsequent to the meeting of the Board Committee dealing with the
Vernalis Group plc Merger (see below) on 2nd July 2003 at which the Board
considered a proposal to appoint you as a non-executive director of British
Biotech plc (which it is proposed will be re-named Vernalis Group plc) (the
"Company") conditional on the Merger (as defined in the draft Listing
Particulars relating to the issue of new British Biotech plc shares dated 14th
July 2003) becoming or being declared unconditional in all respects.
This letter outlines the basis of your proposed appointment.
1. Your appointment is for a fixed term of three years with effect from
the date of completion of the Merger (as defined above). At the end of
the fixed term, in accordance with the Combined Code, the Board of the
Company will review your appointment and a further term of office may
be agreed.
2. The office of non-executive director will be held in accordance with
the Company's articles of association as varied from time to time.
Nothing in this letter will be taken to exclude or vary the Company's
articles of association as they apply to you as a director of the
Company. In particular, you will:
(a) retire from office, but be eligible for reappointment at the next
annual general meeting; and
(b) subsequently be subject to the retirement of directors by rotation
provisions in the Company's articles of association.
3. You are entitled to resign your position at any time, in accordance
with the Company's articles of association, although the Company would
normally expect at least one month's prior notice.
4. As a director, you will be expected to attend meetings of the Company's
Board and of any Committees of the Board to which you may be appointed.
At present there are six regular meetings of the Board of Directors
each year, which will normally be held in Winnersh or Cambridge on
dates agreed by the Board. These meetings normally commence at 10.00am
and run until 3.00pm or 4.00pm. The nature of the Company's business
necessitates additional meetings from time to time and, if required,
these will be arranged at times convenient to a majority of the
directors.
5. You will receive a fee of Pound Sterling33,000 per annum, which fee
covers any and all preparation and attendance by you at full Board
meetings or Committee Board meetings. If you carry out the role of
chairman of the Remuneration or Nominations and Corporate Governance
Committees you will be paid an additional fee of Pound Sterling5,000
per annum. If you carry out the role of chairman of the Audit Committee
you will be paid an additional fee of Pound Sterling7,500 per annum.
6. In addition to your fees, the Company will reimburse out-of-pocket
expenses properly and reasonably incurred by you in the performance of
your duties including travel costs for attendance at meetings. I would
ask that, wherever feasible, your claims for all out-of-pocket expenses
are submitted with supporting documentation in accordance with the
company's policy and practice.
7. As the Company is a publicly quoted company, all directors and their
connected persons are subject to the rules on insider dealing and, in
particular, to the requirements of the "Model Code" contained in The
Listing Rules. Full details of these requirements and any other
responsibilities related to your directorship can be explained by Xxxx
Xxxx, Finance Director.
8. During your appointment you will have access to confidential
information regarding the businesses and financial affairs of the
Company and its subsidiaries. You must not, either during your
appointment or afterwards, disclose to anyone or otherwise make use of
this confidential information, except in the proper performance of your
duties or as may be required by law or by any competent regulatory
body. This does not apply, however, to any information already in the
public domain or which forms part of your own skill and knowledge.
9. Your appointment will terminate on whichever is the earlier of:
(a) the date of expiry of the term specified in paragraph 1; and
(b) the date of your ceasing to be a director for any reason pursuant
to the Company's articles of association or any other applicable
rule or law.
10. The Company will obtain director's and officer's liability insurance
for your benefit and maintain the cover in force for so long as you are
a non-executive director of the Company.
I should be grateful if you would sign and return a copy of this letter to
indicate your consent to serve as a director of the Company.
Yours sincerely
/s/ X X Xxxxxxx
-------------------
Xxxxx Xxxxxxx
CHAIRMAN
Accepted.
/s/ Xxxxx Xxxxxxxx
--------------------
C Xxxxxxxx
21 July 2003
--------------------
Dated
BRITISH BIOTECH PLC
REGISTERED OFFICE: XXXXXX XXXXX, XXXXXXXXXX XXXX, XXXXXX XX0 0XX
REGISTERED IN ENGLAND AND WALES NO. 2304992
21st March 2003
Mr K Xxxxxxxxxx
XXXXXXXXXX
XXXXXXXXXX
XXXXXXXXXX
XXXXXXXXXX
XXXXXXXXXX
Dear Xx Xxxxxxxxxx
Conditional on Completion as defined in the Undertaking relating to the offer by
British Biotech PLC for RiboTargets Holdings PLC dated 21st March 2003 you will
continue to act as a non-executive director of British Biotech PLC (the
"Company") on the terms as set out in this letter.
1. Your appointment is for a fixed term of three years with effect from
the date of Completion. At the end of the fixed term, in accordance
with the Combined Code, the Board of British Biotech PLC will review
your appointment and a further term of office may be agreed.
2. The office of non-executive director will be held in accordance with
the Company's articles of association as varied from time to time.
Nothing in this letter will be taken to exclude or vary the Company's
articles of association as they apply to you as a director of the
Company. In particular, you will:
(a) retire from office, but be eligible for reappointment at the next
annual general meeting; and
(b) subsequently be subject to the retirement of directors by rotation
provisions in the Company's articles of association.
3. You are entitled to resign your position at any time, in accordance
with the Company's articles of association, although the Company would
normally expect at least one month's prior notice.
4. As a director, you will be expected to attend meetings of the Company's
Board and of any Committees of the Board to which you may be appointed.
At present there are six regular meetings of the Board of Directors
each year, held normally in Oxford on dates agreed by the Board. These
meetings normally commence at 10.00am and run until 3.00pm or 4.00pm.
The nature of the Company's business necessitates additional meetings
from time to time and, if required, these will be arranged at times
convenient to a majority of the directors.
5. With effect from Completion the fees which shall be payable by the
Company to non-executive directors are Pound Sterling30,000 per annum,
which fee covers any and all preparation and attendance by you at full
Board meetings or Committee Board meetings. If you carry out the role
of chairman of the Remuneration or Nominations and Corporate Governance
Committees you will be paid an additional fee of Pound Sterling5,000
per annum. If you carry out the role of chairman of the Audit Committee
you will be paid an additional fee of Pound Sterling7,500 per annum.
6. In addition to your fees, the Company will reimburse out-of-pocket
expenses properly and reasonably incurred by you in the performance of
your duties including travel costs for attendance at meetings. I would
ask that, wherever feasible, your claims for all out-of-pocket expenses
are submitted with supporting documentation in accordance with the
company's policy and practice.
7. As the Company is a publicly quoted company, all directors and their
connected persons are subject to the rules on insider dealing and, in
particular, to the requirements of the "Model Code" contained in The
Listing Rules. Full details of these requirements and any other
responsibilities related to your directorship can be explained by Xxxx
Xxxx, Finance Director.
8. During your appointment you will have access to confidential
information regarding the businesses and financial affairs of the
Company and its subsidiaries. You must not, either during your
appointment or afterwards, disclose to anyone or otherwise make use of
this confidential information, except in the proper performance of your
duties or as may be required by law or by any competent regulatory
body. This does not apply, however, to any information already in the
public domain or which forms part of your own skill and knowledge.
9. Your appointment will terminate on whichever is the earlier of:
(a) the date of expiry of the term specified in paragraph 1; and
(b) the date of your ceasing to be a director for any reason pursuant
to the Company's articles of association or any other applicable
rule or law.
10. The Company will obtain appropriate director's and officer's liability
insurance for your benefit and maintain the cover in force for so long
as you are a non-executive director of the Company.
I should be grateful if you would sign and return a copy of this letter to
indicate your consent to serve as a director of British Biotech PLC.
Yours sincerely
/s/ pp X X Xxxx
----------------------
Xxxxx Xxxxxxx
CHAIRMAN
Accepted.
/s/ K Xxxxxxxxxx
----------------------
K Xxxxxxxxxx
21 March 2003
----------------------
Dated
BRITISH BIOTECH PLC
REGISTERED OFFICE: XXXXXX XXXXX, XXXXXXXXXX XXXX, XXXXXX XX0 0XX
REGISTERED IN ENGLAND AND WALES NO. 2304992
17th July, 2003
Mr K Xxxxxxxxxx
x/x Xxxxxx Xxxxx
Xxxxxxxxxx Xxxx
Xxxxxx XX0 0XX
Dear Xx Xxxxxxxxxx
I am writing to confirm that with effect from the Merger (as defined in the
draft Listing Particulars relating to the issue of new British Biotech plc
shares dated 14th July 2003) becoming or being declared unconditional in all
respects, the basic level of fees payable by British Biotech plc (the "COMPANY")
to you as a non-executive director of the Company will increase from Pound
Sterling30,000 per annum to Pound Sterling33,000 per annum. Additional fees
relating to the chairmanship of committees will remain unchanged.
Yours sincerely
/s/ X X Xxxxxxx
---------------------
Xxxxx Xxxxxxx
CHAIRMAN
BRITISH BIOTECH PLC
REGISTERED OFFICE: XXXXXX XXXXX, XXXXXXXXXX XXXX, XXXXXX XX0 0XX
REGISTERED IN ENGLAND AND WALES NO. 2304992
21st March 2003
Mr I Kent
XXXXXXXXXX
XXXXXXXXXX
XXXXXXXXXX
Dear Xx Xxxx
I am writing subsequent to our Board meeting on 3rd March 2003 at which the
Board considered a proposal to appoint you as a non-executive director of
British Biotech PLC (the "Company") conditional on Completion as defined in the
Undertaking relating to the offer by British Biotech PLC for RiboTargets
Holdings PLC dated 21st March 2003. This letter outlines the basis of your
proposed appointment.
1. Your appointment is for a fixed term of three years with effect from
the date of Completion. At the end of the fixed term, in accordance
with the Combined Code, the Board of British Biotech PLC will review
your appointment and a further term of office may be agreed.
2. The office of non-executive director will be held in accordance with
the Company's articles of association as varied from time to time.
Nothing in this letter will be taken to exclude or vary the Company's
articles of association as they apply to you as a director of the
Company. In particular, you will:
(a) retire from office, but be eligible for reappointment at the next
annual general meeting; and
(b) subsequently be subject to the retirement of directors by rotation
provisions in the Company's articles of association.
3. You are entitled to resign your position at any time, in accordance
with the Company's articles of association, although the Company would
normally expect at least one month's prior notice.
4. As a director, you will be expected to attend meetings of the Company's
Board and of any Committees of the Board to which you may be appointed.
At present there are six regular meetings of the Board of Directors
each year, held normally in Oxford on dates agreed by the Board. These
meetings normally commence at 10.00am and run until 3.00pm or 4.00pm.
The nature of the Company's business necessitates additional meetings
from time to time and, if required, these will be arranged at times
convenient to a majority of the directors.
5. The fees currently payable by the Company to non-executive directors
are Pound Sterling30,000 per annum, which fee covers any and all
preparation and attendance by you at full Board meetings or Committee
Board meetings. If you carry out the role of chairman of the
Remuneration or Nominations and Corporate Governance Committees you
will be paid an additional fee of Pound Sterling5,000 per annum. If you
carry out the role of chairman of the Audit Committee you will be paid
an additional fee of Pound Sterling7,500 per annum.
6. In addition to your fees, the Company will reimburse out-of-pocket
expenses properly and reasonably incurred by you in the performance of
your duties including travel costs for attendance at meetings. I would
ask that, wherever feasible, your claims for all out-of-pocket expenses
are submitted with supporting documentation in accordance with the
company's policy and practice.
7. As the Company is a publicly quoted company, all directors and their
connected persons are subject to the rules on insider dealing and, in
particular, to the requirements of the "Model Code" contained in The
Listing Rules. Full details of these requirements and any other
responsibilities related to your directorship can be explained by Xxxx
Xxxx, Finance Director.
8. During your appointment you will have access to confidential
information regarding the businesses and financial affairs of the
Company and its subsidiaries. You must not, either during your
appointment or afterwards, disclose to anyone or otherwise make use of
this confidential information, except in the proper performance of your
duties or as may be required by law or by any competent regulatory
body. This does not apply, however, to any information already in the
public domain or which forms part of your own skill and knowledge.
9. Your appointment will terminate on whichever is the earlier of:
(a) the date of expiry of the term specified in paragraph 1; and
(b) the date of your ceasing to be a director for any reason pursuant
to the Company's articles of association or any other applicable
rule or law.
10. The Company will obtain appropriate director's and officer's liability
insurance for your benefit and maintain the cover in force for so long
as you are a non-executive director of the Company.
I should be grateful if you would sign and return a copy of this letter to
indicate your consent to serve as a director of British Biotech PLC.
Yours sincerely
/s/ X X Xxxx
--------------------
pp Xxxxx Xxxxxxx
CHAIRMAN
Accepted.
/s/ I Kent
--------------------
I Kent
21 March 2003
--------------------
Dated
BRITISH BIOTECH PLC
REGISTERED OFFICE: XXXXXX XXXXX, XXXXXXXXXX XXXX, XXXXXX XX0 0XX
REGISTERED IN ENGLAND AND WALES NO. 2304992
17th July, 2003
Mr I Kent
x/x Xxxxxx Xxxxx
Xxxxxxxxxx Xxxx
Xxxxxx XX0 0XX
Dear Xx Xxxx
I am writing to confirm that with effect from Merger (as defined in the draft
Listing Particulars relating to the issue of new British Biotech plc shares
dated 14th July 2003) becoming or being declared unconditional in all respects,
the basic level of fees payable by British Biotech plc (the "COMPANY") to you as
a non-executive director of the Company will increase from Pound Sterling30,000
per annum to Pound Sterling33,000 per annum. Additional fees relating to the
chairmanship of committees will remain unchanged.
Yours sincerely
/s/ X X Xxxxxxx
-------------------
Xxxxx Xxxxxxx
CHAIRMAN
BRITISH BIOTECH PLC
REGISTERED OFFICE: XXXXXX XXXXX, XXXXXXXXXX XXXX, XXXXXX XX0 0XX
REGISTERED IN ENGLAND AND WALES NO. 2304992
21st March 2003
Mr E Xxxxxxxx
XXXXXXXXXX
XXXXXXXXXX
XXXXXXXXXX
XXXXXXXXXX
XXXXXXXXXX
Dear Xx Xxxxxxxx
Conditional on Completion as defined in the Undertaking relating to the offer by
British Biotech PLC for RiboTargets Holdings PLC dated 21st March 2003 you will
continue to act as a non-executive director of British Biotech PLC (the
"Company") on the terms as set out in this letter.
1. Your appointment, which was effective from 26 January, 2001, will
terminate on 25 January, 2004 at which time in accordance with the
Combined Code, the Board of British Biotech PLC will review your
appointment and a further term of office may be agreed.
2. The office of non-executive director will be held in accordance with
the Company's articles of association as varied from time to time.
Nothing in this letter will be taken to exclude or vary the Company's
articles of association as they apply to you as a director of the
Company. In particular, you will:
(a) retire from office, but be eligible for reappointment at the next
annual general meeting; and
(b) subsequently be subject to the retirement of directors by rotation
provisions in the Company's articles of association.
3. You are entitled to resign your position at any time, in accordance
with the Company's articles of association, although the Company would
normally expect at least one month's prior notice.
4. As a director, you will be expected to attend meetings of the Company's
Board and of any Committees of the Board to which you may be appointed.
At present there are six regular meetings of the Board of Directors
each year, held normally in Oxford on dates agreed by the Board. These
meetings normally commence at 10.00am and run until 3.00pm or 4.00pm.
The nature of the Company's business necessitates additional meetings
from time to time and, if required, these will be arranged at times
convenient to a majority of the directors.
5. With effect from Completion the fees which shall be payable by the
Company to non-executive directors are Pound Sterling30,000 per annum,
which fee covers any and all preparation and attendance by you at full
Board meetings or Committee Board meetings. If you carry out the role
of chairman of the Remuneration or Nominations and Corporate Governance
Committees you will be paid an additional fee of Pound Sterling5,000
per annum. If you carry out the role of chairman of the Audit Committee
you will be paid an additional fee of Pound Sterling7,500 per annum.
6. In addition to your fees, the Company will reimburse out-of-pocket
expenses properly and reasonably incurred by you in the performance of
your duties including travel costs for attendance at meetings. I would
ask that, wherever feasible, your claims for all out-of-pocket expenses
are submitted with supporting documentation in accordance with the
company's policy and practice.
7. As the Company is a publicly quoted company, all directors and their
connected persons are subject to the rules on insider dealing and, in
particular, to the requirements of the "Model Code" contained in The
Listing Rules. Full details of these requirements and any other
responsibilities related to your directorship can be explained by Xxxx
Xxxx, Finance Director.
8. During your appointment you will have access to confidential
information regarding the businesses and financial affairs of the
Company and its subsidiaries. You must not, either during your
appointment or afterwards, disclose to anyone or otherwise make use of
this confidential information, except in the proper performance of your
duties or as may be required by law or by any competent regulatory
body. This does not apply, however, to any information already in the
public domain or which forms part of your own skill and knowledge.
9. Your appointment will terminate on whichever is the earlier of:
(a) the date of expiry of the term specified in paragraph 1; and
(b) the date of your ceasing to be a director for any reason pursuant
to the Company's articles of association or any other applicable
rule or law.
10. The Company will obtain appropriate director's and officer's liability
insurance for your benefit and maintain the cover in force for so long
as you are a non-executive director of the Company.
I should be grateful if you would sign and return a copy of this letter to
indicate your consent to serve as a director of British Biotech PLC.
Yours sincerely
/s/ X X Xxxx
---------------------
pp Xxxxx Xxxxxxx
CHAIRMAN
Accepted.
/s/ E Xxxxxxxx
---------------------
E Xxxxxxxx
March 21, 2003
---------------------
Dated
BRITISH BIOTECH PLC
REGISTERED OFFICE: XXXXXX XXXXX, XXXXXXXXXX XXXX, XXXXXX XX0 0XX
REGISTERED IN ENGLAND AND WALES NO. 2304992
17th July, 2003
Mr E Xxxxxxxx
x/x Xxxxxx Xxxxx
Xxxxxxxxxx Xxxx
Xxxxxx XX0 0XX
Dear Xx Xxxxxxxx
I am writing to confirm that with effect from the Merger (as defined in the
draft Listing Particulars relating to the issue of new British Biotech plc
shares dated 14th July 2003) becoming or being declared unconditional in all
respects, the basic level of fees payable by British Biotech plc (the "COMPANY")
to you as a non-executive director of the Company will increase from Pound
Sterling30,000 per annum to Pound Sterling33,000 per annum. Additional fees
relating to the chairmanship of committees will remain unchanged.
Yours sincerely
/s/ X X Xxxxxxx
--------------------
Xxxxx Xxxxxxx
CHAIRMAN
