RATIFICATION AND GUARANTY RELATING TO THE SERVICE CONTRACT OF MR MATTHEW EMMENS
Exhibit 10.05
RATIFICATION
AND GUARANTY RELATING TO
THE
SERVICE CONTRACT OF XX XXXXXXX XXXXXX
1. Interpretation
1.1 In
this Ratification and Guaranty:
“Agreement” means the amended
and restated employment agreement relating to the employment of Xxxxxxx Xxxxxx
as Chairman of the Board of Directors and Chief Executive of Shire Executive
Services Inc., Chief Executive Officer of Shire plc and Chairman of the Board of
Directors of Shire US Inc., made between Shire Executive Services Inc. and
Xxxxxxx Xxxxxx and dated 12th March
2004, as amended from time to time;
“Second Amendment Agreement” means the
agreement of even date with this Ratification and Guaranty between Shire
Executive Services Inc. and Xxxxxxx Xxxxxx pursuant to which certain provisions
of the Agreement are amended; and
“Effective Date” means the date
upon which the Second Amendment Agreement becomes effective in accordance with
its terms.
1.2
Unless expressly stated otherwise, all other
defined terms in this Ratification and Guaranty shall have the same meaning as
is given to them in the Agreement.
2.
Ratification and Guaranty
Shire
Limited and Shire US Inc. (each a “Guarantor”) hereby confirm and
ratify the Agreement and, with effect from the Effective Date, agree (i) to the
provisions thereof and (ii) to be bound by such provisions. For value
received and to replace the ratification and guaranty given by Shire plc and
Shire US Inc. in respect of the Agreement, with effect from the Effective Date,
each Guarantor jointly and severally hereby irrevocably guarantees to the
Executive the prompt performance and payment of all obligations of the Company
to the Executive under the Agreement. This is a guarantee of performance and
payment and not of collection. The obligations of each Guarantor
under this guarantee shall not be affected or impaired by reason of the
happening from time to time of any of the following with respect to the
Agreement: (i) the waiver by the Executive or the Company of the performance or
observance of any provision of the Agreement; (ii) the modification or amendment
(whether material or otherwise) of any of the obligations of the Company or the
Executive under the Agreement; (iii) any failure, omission or delay on the part
of the Executive to enforce, assert or exercise any right conferred on the
Executive in the Agreement or otherwise; or (iv) any bankruptcy, insolvency or
reorganization of, any arrangement or assignment for benefit of creditors by, or
any trusteeship with respect to, the Company or any of its
assets. Each Guarantor specifically agrees to be subject to the
arbitration and dispute resolution procedures set forth in Section 15.6 of the
Agreement and to the jurisdiction of the state and federal courts in the State
of New York, agrees to be bound by an arbitrator’s determinations in any
arbitration by the Company and the Executive, agrees not to assert arguments of
forum non conveniens
and agrees
that service upon it may be made by registered mail, return receipt requested.
Each Guarantor shall require any successor (whether direct or indirect, by
purchase, merger, consolidation or otherwise) to all or substantially all its
business, assets or stock to expressly assume this guarantee in writing
delivered to the Executive and to fulfil the obligations hereunder as if no
succession had taken place. Notwithstanding anything herein to the contrary, the
obligations of Shire Limited under this Ratification and Guaranty shall not
apply to any extent satisfaction of such obligations would violate the laws of
Jersey.
SHIRE
LIMITED
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By:
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/s/ Xxxxxxx Xxxxxx | ||
Name:
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Title:
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Dated:
May 20, 2008
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SHIRE US
INC.
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By:
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/s/ Xxxxx Xxxxxxxxx | ||
Name:
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Title:
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Dated: May
20, 2008
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