Exhibit 10.19
[LETTERHEAD OF PEPTIDE THERAPEUTICS]
Strictly Private and Confidential
Xx. Xxxx Xxxxx 25th March 1998
Chairman
Reckitt & Xxxxxx plc
Xxx Xxxxxxxxxx Xxxx
Xxxxxx
X0XXX
Dear Xxxx
Non-Executive Directorship
I am delighted that you have agreed to be appointed as a Non-Executive Director
of the Board. The purpose of this letter (the "Agreement") is formally to
confirm the terms of your appointment as a Non-Executive Director of Peptide
Therapeutics Group plc (the "Company").
1 Term of Appointment
1.1 Subject to Clauses 1.2 and 7 you shall serve the Company as a
Non-Executive Director from 1 May 1998 unless terminated by either party
giving the other not less than three months' notice in writing to
terminate these arrangements whereupon this Agreement shall terminate on
the expiry of such notice. Subject to the payment of fees on retirement in
accordance with Clause 1.2, no compensation for loss of office will be due
to you.
1.2 If, on your retirement by rotation as a Director of the Company in
accordance with the requirements of the Company's Articles of Association
("Articles"), you are not re-elected as a Director of the Company for any
reason, then in such circumstances your appointment shall terminate
automatically with immediate effect (for the avoidance of doubt, without
any period of notice) and the only fees to which you shall be entitled in
respect of these arrangements shall be such fees as have accrued due on a
daily basis up to the time such termination together with out of pocket
expenses reasonably and properly incurred up to that time.
1.3 Subject to Clauses 1.1, 1.2 and 7 your appointment under this Agreement
shall terminate on whichever is the earlier of:-
1.3.1 the date of expiry of the notice period specified in Clause 1.1; and
1.3.2 your ceasing to be a Director for any reason under the Articles.
1.4 Your appointment under this Agreement shall be subject:-
1.4.1 to your re-election as a Director at the next Annual General Meeting
following the date of your appointment under this Agreement;
1.4.2 your re-election on retirement by rotation at any subsequent Annual
General Meeting at which, pursuant to the Articles of the Company,
you are required to retire by rotation; and
1.4.3 to the provisions of the Articles.
2 Powers and Duties
2.1 You shall exercise such powers and perform such duties as are appropriate
to your role as a Non-Executive Director of the Company.
2.2 You shall comply with all reasonable directions from, and all regulations
of, the Company including, without prejudice to the generality of the
foregoing, all regulations from time to time in force with respect to
confidentiality, dealings in shares and notifications required to be made
by a Director to the Company or any other regulatory body under the
Companies Acts 1985 and 1989, the Articles or any other regulations of the
Company. In addition, you will observe the terms and conditions of The
City Code on Takeovers and Mergers and the continuing obligations under
the London Stock Exchange Listing Rules as the same are applicable to the
Company and its Directors from time to time.
2.3 Your duties as a Non-Executive Director will normally require attendance
at all Main Board Meetings and General Meetings of the Company as well as
making such time available as is necessary to prepare for those meetings
and dealing with such matters as might normally be expected of a
Non-Executive Director.
2.4 You will also be asked to serve as a member of the Remuneration Committee
and the Audit Committee.
2.5 Main Board Meetings are held at regular intervals on dates which will be
advised well in advance. You will be required to attend Main Board
Meetings and such other Main Board Meetings as you and the Company shall
agree from time to time. Further you will be required to attend at least
two meetings of each of Remuneration Committee and Audit Committee. Such
meetings will be held, whenever possible, on the same date as the Main
Board Meetings.
2.6 You will be provided with reports on at least a quarterly basis outlining
the current performance of the Company and you will be welcome to see
further information of the Company at any time. You will also be most
welcome to visit any of the Company's operations as and when time permits.
3 Remuneration
3.1 A directors' fee ("Retainer") of (Pounds)15,000 per annum (or such higher
amount as the Board may from time to time determine and notify to you in
writing) is payable monthly in arrears. The Retainer is non-pensionable
and will be reviewed every year by the Remuneration Committee of the Board
and any proposed increase is to be approved by the Board.
3.2 In addition, a flat fee of (Pounds)2,500 per annum is payable monthly in
arrears in respect of each committee of the Company of which you are a
member.
3.3 Payment of the fees will be made on or around the twenty fifth day of each
month. Your fees under this Agreement will be paid to you net of any
deductions the Company is required by law to make such as income tax under
the PAYE system or national insurance contributions.
4 Expenses
4.1 You will be reimbursed by the Company in respect of all reasonable
travelling, hotel and incidental or other out of pocket expenses which are
reasonably and properly incurred in attending and returning from Meetings
of the Board or Committee of the Board or general meetings of the Company
or any other meetings which as a Director you are entitled or invited to
attend in the course of your duties under this Agreement provided that on
request you shall provide such vouchers or other evidence of actual
payment of such expenses that may reasonably be required.
4.2 The Company shall reimburse you for any fees and expenses you incur in
taking advice from the Company's financial and legal advisers or other
independent financial and legal advisers in relation to the performance of
your duties. Before seeking such advice you should first consult either
the Chairman of the Board or another Non-Executive Director of the
Company. If you take such advise you should again consult the Chairman or
another Non-Executive Director once the fees and expenses you have
incurred exceed (Pounds)5,000.
5 Confidentiality
5.1 You shall not, either during the term of your appointment or thereafter:-
5.1.1 use to the detriment or prejudice of the Company and its subsidiary
undertakings (the "Group" and "Group Company" shall be construed
accordingly as any of such companies) or divulge or communicate to
any person any trade secret or any other confidential information
concerning the business or affairs of the Company or the Group
(except to employees or directors of any Group Company whose
province it is to know the same) which may have come to your
knowledge during the term of your appointment under this Agreement;
or
5.1.2 use for your own purpose or for any other than those of the Group
any information of knowledge of a confidential nature which you may
from time to time acquire in relation to any member of the Group but
so that this restriction shall cease to apply to any information or
knowledge which may come it to the public domain (otherwise than
through your own default).
5.2 You shall not, during the term of your directorship nor for a period of 6
months after the termination therof be or become a director or employee or
agent of any company, business or enterprise or have or acquire any
material financial interest in any enterprise which at the time when you
accept such directorship, employment or agency, or acquire such interest,
competes or is likely to compete or have a significant business
relationship with any member or the Group without the prior consent of the
Board in writing (such consent not to be unreasonable withheld or
delayed).
6 Fringe benefits
You shall not be entitled to any pension, bonus, share option or any other
fringe benefit of the Company.
7 Termination
7.1 Without prejudice to the generality of the foregoing the Company may by
notice in writing immediately terminate the arrangements set out herein if
you shall.
7.1.1 be in breach of any term set out in this Agreement which in the case
of a breach capable of remedy is not remedied by you within 21 days
of receipt by your of a notice from the Company specifying the
breach and requiring it to be remedied.
7.1.2 be incompetent, guilty of gross misconduct and/or any serious or
persistant negligence or misconduct in respect of your obligations
under this Agreement; and
7.1.3 fail or refuse after a written warning to carry out the duties
reasonably and properly required of you under this Agreement.
7.2 Upon the termination of these arrangements for whatever reason you shall
at the request of the Board and without claim for compensation forthwith
resign from office as a Director of the Company and from all other offices
held by you in any Group Company (if any) and the Company is irrevocably
authorised to appoint a nominee to act on your behalf to execute all
documents and to do all things necessary to give effect to this provision.
7.3 You shall promptly whenever requested by the Company and in any event upon
your ceasing to be a Director of the Company deliver up to the Company all
lists of clients or customers and all other documents, papers and records
which may have been prepared by you or have come into your possession as a
Director of the Company. You shall not be entitled to and shall not retain
any copies thereof. Title and copyright therein shall vest in the Company.
8 Notices
Any written notice required to be given hereunder by either party to the
other should be served by sending the same by registered or recorded
delivery post to the last known address of the other party and any receipt
issued by the person or authorities shall be conclusive evidence of the
fact an date of posting of such notice.
9 Governing Law
The arrangement set out in this Agreement shall be governed by English Law
and the English Courts shall have exclusive jurisdiction over any claim or
dispute arising under this Agreement.
10 Miscellaneous
The Company Secretary will supply you with any information in relation to
the Company which you may require. The company requires that you complete
a Form 288 which includes your formal consent to being appointed and a
Directors' Declaration Card which is required in connection with the
Listings Rules of the London Stock Exchange. You will consent to make all
relevant disclosures required by the London Stock Exchange and any other
relevant body and as required by law. The above documents are enclosed and
should be returned to the Company Secretary at your earliest convenience.
Please would you confirm your acceptance of the above terms by signing and
returning the attached copy of this Agreement.
Yours sincerely
/s/ Dr. Xxxx Xxxxx
Dr. Xxxx Xxxxx
Chief Executive of Peptide Therapeutics Group pic
I confirm my acceptance of the above terms.
/s/ Xxxx Xxxxx
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