EXHIBIT 10.12
(1) INVITROGEN CORPORATION
(2) XXXXXXX XXXXXXX XXXXXX
SERVICE AGREEMENT
DATED January 1st 2000
(1) INVITROGEN CORPORATION
(2) XXXXXXX XXXXXXX XXXXXX
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SERVICE AGREEMENT
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Halliwell Landau
Xx. Xxxxx'x Xxxxx
Xxxxx Xxxxxx
Xxxxxxxxxx
X0 0XX
THIS AGREEMENT is made on 2000
BETWEEN:
(1) INVITROGEN CORPORATION whose principal place of business is
[1600 Xxxxxxx Xxxxxx, Xxxxxxxx XX 00000] (the "COMPANY"); and
(2) XXXXXXX XXXXXXX XXXXXX of 0 Xxxxxxx Xxxxx, Xxxxxx Xxxxx, High Wycombe,
Buckinghamshire HP15 6SY, UK (the "EXECUTIVE").
OPERATIVE PROVISIONS:
1. DEFINITIONS AND INTERPRETATION
In this agreement unless the context otherwise requires:
1.1. the following words and expressions have the following meanings:
"THE COMMENCEMENT DATE"
the date of this agreement;
"REVIEW DATE"
each anniversary of the Commencement Date;
"TERMINATION DATE"
the date of termination of the Executive's employment with the Company;
1.2 references to the Executive's employment are to his employment by the
Company under and pursuant to this agreement.
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2. POSITION
2.1 The Company shall employ the Executive and the Executive shall serve
the Company as President and Chief Executive Officer of Europe.
2.2 The Executive shall forthwith be appointed to the board of directors of
the European subsidiary Company as soon as practicable.
3. DUTIES
During the continuance of this agreement:
3.1 the Executive shall undertake such duties and exercise such powers
in relation to the Company as the board of directors of Invitrogen
BV shall from time to time properly and reasonably assign to or vest
in him;
3.2 the Executive shall well and faithfully serve the Company and
Invitrogen BV and use his reasonable endeavours to promote and
develop the business and interests of the Company and Invitrogen
BV; and
3.3 the Executive shall devote substantially the whole of his time
attention and abilities during normal working hours which are from
9am to 5pm Monday to Friday and such other hours as may be reasonably
required for the proper performance of his duties under this
agreement to the business of the Company.
4. PERIOD
The Executive's continuous employment with the Company began on 1
January 2000.
5. PLACE OF WORK
The Company shall provide a suitable office for the use of the
Executive at the Company's
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premises at a suitable location to be agreed by the Company and the
Executive from time to time and the Executive shall carry out his duties
there. The Executive may be required to travel on the business of the
Company.
6. REMUNERATION
6.1 For the services provided by the Executive pursuant to this agreement
the Executive shall be entitled to remuneration at the rate of
L168,000.00 per annum as from the Commencement Date which shall accrue
from day to day payable monthly in arrears.
6.2 The Executive shall be entitled to participate in the Company's
"executive bonus program", details of which shall be supplied by the
Company to the Executive and under the terms of which the Executive shall
be entitled to receive a bonus payment of a sum equivalent to up to 30% of
the Executive's salary payable pursuant to this clause 6.
6.3 On every Review Date during the continuance of this agreement the
remuneration of the Executive payable under clause 6 shall be reviewed by
the Company.
7. EXPENSES
In addition to his remuneration hereunder the Executive shall be
reimbursed all expenses properly incurred by him in the discharge of
his duties hereunder upon production of appropriate written evidence
thereof if reasonably practicable.
8. PRIVATE HEALTH INSURANCE
8.1 The Company shall pay premiums necessary to provide the Executive his
spouse and dependent children under the age of 21 with adequate private
health care insurance under the Standard Life "Prime Health" Scheme (or an
equivalent organisation) at a level consistent with his position.
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8.2 The Executive agrees to undergo such medical checks as may be
required by the Board from time to time.
9. DEATH IN BENEFIT COVER AND PERMANENT HEALTH INSURANCE
9.1 The Executive shall be provided at the Company's expense with death in
benefit cover providing a payment of four times the Executive's basic
annual salary from time to time in the event of his death during the
continuance of his employment by the Company.
9.2 The Executive shall participate at the Company's expense in a
permanent health insurance scheme underwritten by such reputable
insurers as the Company shall decide from time to time.
10. PENSION
10.1 There is no contracting out certificate in force in respect of the
Executive's employment under this Agreement.
10.2 The Company shall contribute L10,000 per annum to such private pension
scheme as the Executive shall from time to time notify the Company.
11. HOLIDAYS
11.1 The Executive shall be entitled during every calendar year of his
employment (and pro rata for part of such year) to:
11.1.1 all generally observed UK public holidays;
11.1.2 such further days holidays being not less than 25 days
each year at such time as shall reasonably be agreed by
the Company.
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11.2 The Executive shall be entitled to carry forward from one year to the
next any unused holiday entitlement and payment will be made by the
Company in lieu of accrued but unused holiday entitlement at the end of
the holiday year on the basis of 1/365 salary for each day of accrued
but unused holiday.
11.3 For the calendar year in which the Executive's employment commences
or terminates the Executive is entitled to holidays during that year
assessed on a pro-rata basis. On the termination of the Executive's
employment for what ever reason the Executive shall either be entitled
to pay in lieu of outstanding holiday entitlement or be required to
repay to the Company any salary received for holiday taken in excess
of his actual entitlement. The basis for payment shall be 1/365 salary
for each day.
12. INCAPACITY
12.1 Subject as hereinafter provided, during any period of absence from
work due to illness or disability the Executive shall continue to be
entitled to his full remuneration for a period of 26 weeks in each
calendar year subject to deduction of statutory sick pay.
12.2 If the Executive is absent from work as a result of illness or
disability, he will:
12.2.1 notify the Company as soon as practicable on the first
day of his absence;
12.2.2 if the period of absence is less than eight
consecutive days, submit to the Company on his return a
certificate of sickness completed by himself;
12.2.3 if the period of absence is eight consecutive days or
more, submit to the Company without a delay a medical
certificate signed by a practising medical practitioner
in respect of each week of absence after the first.
12.3 If the Executive's absence from work as a result of illness or
disability shall be or appear to be occasioned by the actionable
negligence of a third party in respect of which damages
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are or may be recoverable, then all sums paid by the Company in
accordance with this clause 13 shall constitute loans to the Executive,
who shall:
12.3.1 forthwith notify the Company of the relevant circumstances
and of any claim, compromise, settlement or judgement made or
awarded in connection therewith;
12.3.2 give to the Company all such particulars of such matters as
the Company may reasonably require, and
12.3.3 if any damages are recovered from the third party refund to
the Company such sum, not exceeding the lesser of:
(a) the amount of damages recovered by the Executive under
such compromise, settlement or judgement; and
(b) the sums advanced to the Executive in respect of
the period of the incapacity;
as the Company may determine;
13. OTHER INTERESTS
The Company acknowledges that the Executive is Chairman of Neutec
Pharma plc and that the Executive will from time to time attend Board
meetings of Neutec Pharma plc.
14. SECRECY
The Executive shall not, except as authorised or required by his duties
or obliged by law, reveal to any person or use for his own purposes or
for any purposes other than those of the Company any of the trade
secrets, secret or confidential operations, processes or dealings or any
information concerning the organisation, prospective business, business
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methods, systems or affairs, finances, transactions or affairs of the
Company, or any similar information in relation to any customer or
supplier of the Company, which may come to his knowledge during and
as a result of his employment and shall keep with complete secrecy all
confidential information entrusted to him and shall not use or
attempt to use any such information in any manner which may injure or
cause loss either directly or indirectly to the Company or its business
or may be likely so to do. This restriction shall continue to apply
after the termination of this agreement without limit in point of time
but shall cease to apply to information or knowledge which the Executive
establishes has in its entirety become public knowledge otherwise than
through any unauthorised disclosure or breach on the part of the
Executive.
15. NOTES OR MEMORANDA
The Executive shall not during the continuance of this agreement make,
otherwise than for the benefit of the Company, any notes or memoranda
relating to any matter within the scope of the business of the Company
or concerning any of its dealings or affairs, nor shall the Executive
either during the continuance of this agreement or afterwards use or
permit to be used any such notes or memoranda otherwise than for the
benefit of the Company. All such notes and memoranda made by the
Executive shall be the property of the Company and left at the
registered office of the Company upon the termination of the Executive's
employment.
16. TERMINATION
16.1 The employment of the Executive may be determined:
16.1.1 by the Company without notice if the Executive is guilty of
any gross misconduct in connection with or affecting the
business of the Company;
16.1.2 by either party upon giving to the other not less than one
month's notice in writing.
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16.2 Unless the employment of the Executive is terminated by the Company
pursuant to clause 16.1.1, if the employment of the Executive is
terminated by the Company the Company shall on the Termination Date make
a payment to the Executive of an amount equal to the salary (including
any bonus) which the Executive earned during the 12 month period
immediately preceding the Termination Date together with a further sum
equivalent to the value of benefits to which the Executive was entitled
to during such period.
16.3 The Company may, at its discretion, pay monies in lieu of required
notice periods and/or require the Executive to remain away from work
during his notice period.
17. GRIEVANCE AND DISCIPLINE
17.1 The Executive should refer any grievances about his employment or
about any decision relating to him to the board of directors of the
Company by giving written notice who will deal with the grievance and
whose decision shall be final.
17.2 There are no disciplinary rules relating to the Executive's
employment.
18. COLLECTIVE AGREEMENTS
No collective agreements affect the Executive's terms and conditions of
employment with the Company.
19. PRIOR AGREEMENTS
As from the Commencement Date, this agreement will govern the
employment relations between the Company and the Executive and any
former agreements subsisting between the Executive and the Company in
respect of such employment relationship with thereafter cease to be of
effect.
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20. PROPER LAW AND JURISDICTION
This agreement shall be governed by and construed in accordance with
English law and each of the parties hereto submits to the non-exclusive
jurisdiction of the English Courts.
This agreement is effective as at the day and year first written above.
FOR AND ON BEHALF OF )
INVITROGEN CORPORATION )
by: /s/ Xxxx X. Xxxxxx )
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DULY AUTHORISED
SIGNED by XXXXXXX XXXXXXX XXXXXX )
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