1
EXHIBIT 10.12
Dated 29th January 1999
--------------------------
(1) XX XXXXX XXXXX
(2) GENOMIC SOLUTIONS LIMITED
COMPROMISE AGREEMENT PURSUANT
TO SECTION 77(4)(aa) OF THE
SEX DISCRIMINATION XXX 0000,
SECTION (72)(4)(aa) OF THE
RACE RELATIONS XXX 0000,
SECTION 288(2A) OF THE TRADE UNION AND
LABOUR RELATIONS (CONSOLIDATION) XXX 0000,
SECTION 9(2)(b) OF THE DISABILITY DISCRIMINATION XXX 0000
AND SECTION 203 (2) (f) OF
THE EMPLOYMENT RIGHTS XXX 0000
Xxxxxxxx Xxxxx + Xxxx
Solicitors
00 Xxxxxxxxx Xxxx
Xxxxxxxxx
XX0 0XX
2
AN AGREEMENT made the 29th, day of January 1999
------------
BETWEEN
XXXXX XXXXX of 00 Xxxxxxxxxxx Xxxx, Xxxxxxxxxxxxx, Xxxxxxxxxxxxxx XX00 0XX
(hereinafter called "Xx Xxxxx") of the first part and
GENOMIC SOLUTIONS LIMITED whose registered office is situate at Xxxx 0, Xxxxx
Xxxxx, Xxxxxx Xxx Xxxx, Xxxxx Socon, Huntingdon, PE19 3TP (hereinafter called
"the Company") of the second part.
WHEREAS:-
(1) Xx Xxxxx'x employment with the Company will terminate on
14th May 2000 ("the Termination Date") upon expiry of the
written notice given to Xx Xxxxx on 15th November 1999
unless terminated earlier pursuant to clause 2.5 below..
(2) The Company has exercised its right pursuant to its
Employment Agreement ("the Employment Agreement") with Xx
Xxxxx dated 9th December 1998 to require Xx Xxxxx not to
attend, inter alia, his place of work.
Xxxxxxx Xxxxxx, a Solicitor, of Messrs Xxxx Xxxxxxx of 00
Xxxxxxxx, Xxxxxxxxx XX0 0XX (hereinafter called "Xx Xxxxxx")
has been advising Xx Xxxxx as to his rights arising upon
the said termination of his employment and in particular as
to any right which he has or may have to institute any
proceedings in an Employment Tribunal in respect of which a
Conciliation Officer is authorised to act by virtue of
section 18 of the Employment Tribunals Act 1996 including
(but not limited to) any proceedings complaining that the
Company breached Xx Xxxxx'x contract of employment with it,
committed an act of discrimination against Xx Xxxxx which
was unlawful by virtue of Part II of the Sex
-1-
3
Discrimination Act 1975 ("xxx 0000 Xxx") or by virtue of
Part II of the Race Relations Xxx 0000 ("xxx 0000 Xxx") or
by virtue of Part II of the Disability Discrimination Act
1995 ("xxx 0000 Xxx"), breached the provisions of the Trade
Union and Labour Relations (Consolidation) Xxx 0000 ("the
1992 Act"), unfairly dismissed Xx Xxxxx in contravention of
the provisions of Chapter I of Part X to the Employment
Rights Act 1996 ("xxx 0000 Xxx") or that it made any
deduction from his wages or received any payment from him in
contravention of section 13)(1) or section 15(l) of the 1996
Act, all of which proceedings are referred to below as "the
Particular Proceedings".
(4) The parties acknowledge that Xx Xxxxx has raised complaints
of the type more particularly described in recital (3) above
and that the purpose and intention of this Agreement is to
lawfully and validly exclude, waive and compromise such
complaints
WHEREBY IT IS AGREED AS FOLLOWS:
-------------------------------
1. In this Agreement unless the context otherwise requires the
expression "Associated Company" shall mean:-
1.1 a subsidiary or holding company of the Company or a
subsidiary of any such holding company;
1.2 a company having an ordinary share capital of which not less
than 25 per cent is owned directly or in directly by the
Company applying the provisions of Section 838 of the Income
and Corporation Taxes Act 1988 in the determination of
ownership;
1.3 any other company which is a member of the Genomic group of
companies at the date hereof.
2. Provided that Xx Xxxxx has executed a copy of this Agreement and sent
it to the Company or its Solicitors:
2.1 Between the date of this Agreement and 14th May 2000 Xx Xxxxx'x
employment with the
-2-
4
Company will be subject to the terms of the Employment Agreement dated
9th December 1998 save as varied by this Agreement.
2.2 Xx Xxxxx shall be entitled to all benefits arising under clauses 6 and
9, save that the Company confirms that it will not exercise any
discretion to award a bonus to Xx Xxxxx pursuant to clause 6.1.2 of the
Employment Agreement.
2.3 In addition to the continuing benefits referred to in clause 2.2 above
Xx Xxxxx shall be entitled to retain for his personal use the mobile
telephone and lap top computer provided by the Company to Xx Xxxxx
until 14th May 2000.
2.4 Xx Xxxxx will be entitled to seek alternative employment during the
balance of his notice period and if called upon to do so by a
prospective employer of Xx Xxxxx, the Company will provide to that
prospective employer a reference in respect of Xx Xxxxx substantially
in accordance with the tenor of the draft attached as the First
Schedule hereto.
2.5 Xx Xxxxx as a separate obligation will notify the Company if he is
successful in obtaining alternative employment during the period up to
14th May 2000 by contacting The Vice Chairman. In the event that such
alternative employment can commence prior to 14th May 2000 the Company
may, at its absolute discretion, release Xx Xxxxx from his employment
upon the condition that it has no obligation thereafter to pay him or
provide any of the benefits provided for in the Employment Agreement or
those referred to in clause 2.3 above and that the deemed termination
date for the purposes of clause 18 of the Employment Agreement shall be
14th May 2000.
2.6 The Company will within 28 Days pay to Xx Xxxxx the sum of $16 000 less
tax and National Insurance contributions and in consideration for that
payment Xx Xxxxx shall take all necessary steps and execute all
necessary documents to ensure the relinquishing of all Xx Xxxxx'x
rights, duties and obligations pursuant to the promissory note dated
28th October 1999 and its attached warrants which documents are
attached for the avoidance of doubt as the Third Schedule to this
Agreement.
2.7 Xx Xxxxx hereby acknowledges that thereafter he will have no rights
arising from the
-3-
5
documents referred to in clause 2.7 or the transfer thereof
2.8 The Company shall procure that Xx Xxxxx be permitted to exercise 37,500
of the options vested or to be vested in his favour arising from the
Genomic Solutions Inc 1998 Stock Options Plan Incentive Stock Option
Agreement provided that such options must be exercised within 90 days
of the Termination Date or any earlier termination date. For the
avoidance of doubt, under the above arrangement it is intended by the
parties that Xx Xxxxx shall be entitled to exercise 25 000 shares from
his first option agreement which total shall include any shares which
had vested prior to the Termination date. In relation to his second
option agreement Xx Xxxxx shall be entitled to exercise 12 500 shares.
2.9 make a contribution to Xx Xxxxx'x adviser's fees in this matter, such
contribution to be of no more than Pound Sterling 750 plus Value Added
Tax and to be made forthwith upon production to the Company of Xxxx
Ellison's invoice (addressed to Xx Xxxxx but shown as payable by the
Company) for advising Xx Xxxxx on the terms and effect of this
Agreement.
3. Xx Xxxxx HEREBY ACCEPTS the monies and the benefits to be provided to
him under clause 2 above in full and final settlement of all and any
claims and rights of action (including the Particular Proceedings and
any claims or rights of action under equity, contract, statute, tort or
European law) which he has or may have against the Company or any
Associated Company arising from or connected with his employment by the
Company or the termination thereof (except in relation to any claim for
personal injury which Xx Xxxxx may have against the Company) and HEREBY
AGREES to refrain from instituting the Particular Proceedings.
4. Xx Xxxxx HEREBY AGREES pursuant to clause 15 of the Employment
Agreement to resign as a Director of the Company.
5. For the avoidance of doubt, the benefits referred to in clause 2 above
shall be provided on condition that if:
5.1 contrary to the intention of the parties Xx Xxxxx'x right to
present an unfair dismissal claim against the Company has not
been validly and lawfully excluded
-4-
6
by the provisions of this Agreement;
5.2 Xx Xxxxx should commence proceedings against the Company for
unfair dismissal; and
5.3 an Employment Tribunal should find that he was unfairly dismissed
by the Company (which is denied)
The value of the said benefits shall be brought into account by him in
calculating any compensatory award to which he may be entitled pursuant
to section 123 of the 1996 Act.
6. Xx Xxxxx HEREBY CONFIRMS that he has complied with clause 16.2 of the
Employment Agreement.
7. The parties HEREBY AGREE that they shall not make or publish by any
means or medium whatsoever to any person, firm, company, organisation
or body wheresoever (or cause or procure to be so made or published)
any statement or communication (whether transmitted orally, in writing
or electronically) concerning the circumstances surrounding the
termination of Xx Xxxxx'x employment with the Company or the reasons
for such termination SAVE FOR the statement attached as the Second
Schedule hereto.
8. In consideration of the payment to him by the Company of the sum of
Pound Sterling 10.00, less Income Tax (which payment shall be made on
the date of this Agreement) Xx Xxxxx HEREBY UNDERTAKES to the Company
that he shall keep the terms of this Agreement confidential and not
disclose its terms to any person, firm, company, organisation or body
without the prior written permission of a Director of the Company
PROVIDED THAT nothing contained in this clause 8 shall prevent Xx Xxxxx
from disclosing the terms of this Agreement to his spouse or partner or
the Inland Revenue or the Department of Social Security or pursuant to
any Order of a Court or Tribunal of competent jurisdiction.
9. Xx Xxxxx HEREBY WARRANTS to the Company that he received advice from Xx
Xxxxxx as to the terms and effect of this Agreement prior to Xx Xxxxx
executing the
-5-
7
same and (in particular) as to its effect on his ability to institute
the Particular Proceedings believing (to the best of his knowledge,
information and belief) Xx Xxxxxx to have been a "relevant independent
adviser" at the time or times such advice was given having regard to
the definitions given to those words by section 77(4B) of the 1975 Act,
section 72(4B) of the 1976 Act, section 288(4) of the 1992 Act, section
9(4) of the 1995 Act and section 203(4) of the 1996 Act, as each of
those sections have been amended by the provisions of the Employment
Rights (Dispute Resolution) Xxx 0000.
10. A true copy of a letter dated 29 December 1999 from Xxxx Xxxxxxx to the
Company's Solicitors is attached as the Third Schedule hereto.
11. The parties HEREBY ACKNOWLEDGE AND AGREE that the conditions (as far as
they understand them) regulating compromise agreements under the 1975
Act, the 1976 Act, the 1992 Act, the 1995 Act and the 1996 Act are
satisfied by the terms of this Agreement and by the letter attached as
the Third Schedule hereto.
12. This Agreement shall be construed in accordance with the law of England
and Wales.
AS WITNESS WHEREOF Xx Xxxxx and a duly authorised representative of the Company
------------------
have set their hands the day and year first above written.
SIGNED by the said )
XX XXXXX XXXXX ) /s/ Xxxxx Xxxxx
in the presence of: )
SIGNED by )
duly authorised to do so )
for and behalf of )
GENOMIC SOLUTIONS LIMITED ) /s/ P. Xxxxxxxx Xxxx
in the presence of: )
-6-
