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EXHIBIT 10.8
DATED 20 AUGUST 1996
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PROTEUS INTERNATIONAL PLC
AND
XXXXX X XXXXXXX
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SERVICE AGREEMENT
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AN AGREEMENT made the 20th day of August 1996
BETWEEN:
(1) PROTEUS INTERNATIONAL PLC whose registered office is at Proteus House, Lyme
Xxxxx Xxxxxxxx Xxxx, Xxxxxxxxxxxx, Xxxxxxxx, XX00 XXX ("the Company") and
(2) XXXXX X XXXXXXX of Xxxxx Xxxxxx, Xxxxx Xxxx, Xxxxx Xxxxxxxx, Xxxxxxx XX0
0XX
WHEREBY IT IS AGREED as follows:
DUTIES
1. THE Company shall employ the Director and the Director shall serve the
Company as Chairman of the Company with effect on and from 1st September
1996 to carry out such duties for the Company and any Affiliates as the
Board may direct commensurate with his status or in such other capacity as
may from time to time be mutually agreed upon and subject to the following
terms and conditions.
TERM
2. THE Employment hereunder shall continue subject to earlier termination as
hereinafter provided until terminated by not less than 12 months' notice in
writing from either party.
PLACE OF BUSINESS
3. THE principal place of employment of the Director shall be at Xxxxx Xxxxxx,
Xxxxx Xxxx, Xxxxx Xxxxxxxx Xxxxxxx XX0 0XX. The Company reserves the right
to transfer the Director at any time to a new place or places of employment
but any relocation to such place or places of employment more than fifteen
miles from the Company's offices specified above would follow agreement
between the Company and the Director.
REMUNERATION
4.1 THE remuneration of the Director shall be a fixed salary (which shall
accrue from day to day) at the rate of pound sterling 50,000 per annum
(inclusive of any directors' fees payable to him under the Articles of
Association of the Company) payable by equal monthly instalments on the
28th day of every month.
4.2 The fixed salary payable to the Director hereunder shall be reviewed by the
Board on or about 31st March in each year that this Agreement remains in
force by the Board with a view to increasing the same but any increase
shall be in its absolute discretion.
4.3 On any alteration in the amount of such fixed salary the amount of such
fixed salary following such alteration shall be endorsed by the parties in
the First Schedule hereto.
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4.4 The Company operates an Executive Directors' Bonus Scheme in which the
director will be entitled to participate at the discretion of the Board.
PENSION AND INSURANCE BENEFITS
5. The Director may during his employment hereunder become a member of the
Company's Pension Scheme ('the Scheme') or of any scheme set up in place of
it and if so will promptly pay all contributions due from him thereunder.
The Company will contribute to the Scheme an amount per year equal to 10%
of the Director's salary from time to time.
6. The Company will pay for the provision to the Director of the insurance and
Permanent Health Insurance in accordance with arrangements made between the
Company and the Director from time to time.
BUSINESS EXPENSES
7. Upon production by the Director of receipts valid, where appropriate, for
VAT purposes the Company shall also pay or procure to be paid to the
Director all reasonable travelling hotel and other expenses wholly
exclusively and necessarily incurred by him in or about the performance of
his duties hereunder including any expenses incurred in attending Meetings
of the Board or Committees of the Board or General Meetings of the Company.
TERMINATION OF DIRECTORSHIP
8. If the employment of the Director hereunder shall be terminated by reason
of his ceasing to be a director of the Company he shall have no claim
hereunder for damages against the Company unless he shall cease to be a
director of the Company:
(i) by reason of him not being re-elected as a director of the Company at
an Annual General Meeting of the Company; or
(ii) by virtue of a resolution passed by the Members of the Company in
General Meeting.
SICKNESS/INCAPACITY
9.1 In the case of illness or injury of the Director or other case
incapacitating him from attending to his duties hereunder the Director
shall be paid his full salary for the period of such absence. If such
absence shall aggregate in all 120 or more working days in a period of 365
days the Company may at any time while the Director remains so absent
forthwith terminate the employment of the Director hereunder.
9.2 The Director shall notify the Company on the first working day of absence
stating the day (whether a working day or not) when he first became sick or
otherwise incapacitated. If such absence exceeds three working days the
Director shall
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immediately send to the Company a self-certificate for his illness and a
Doctor's Certificate for any absence which continues for eight days or more
(including non-working days). During his continued absence the Director
shall send a further Doctor's Certificate every week.
9.3 Statutory Sick Pay ("SSP") is payable for a maximum of 28 weeks' absence
during illness or injury in respect of those days of the week on which the
Director will usually work ("qualifying days") but only becomes payable
after three qualifying days absence. The Company reserves the right to
deduct from the Director's entitlement under sub-clause 8.1 or from any
other monies owing to him the amount of SSP which he received or is due to
receive or to which he would otherwise have been entitled if he had
complied with his obligations under sub-clause 9.2 above.
9.4 The Company will notify the Director if it considers that he is not
entitled to SSP for any reason. The Company reserves the right to deduct
from the Director's entitlement under sub-clause 9.1 or from any other
monies owing to him the amount of any benefits received or receivable from
the Department of Social Security in these circumstances.
9.5 If the Director ceases to be eligible for SSP for any reason (for example
reaching a maximum of 28 weeks' absence, including linked periods as
defined by the Social Security and Housing Benefits Xxx 0000 as amended
totalling 28 weeks over three years from the initial period of incapacity)
then the Company will issue the Director with the relevant transfer form at
the correct time duly completed to enable the Director to claim any
benefits to which he is entitled.
9.6 If requested by the Company a final Doctor's Certificate indicating fitness
to return to work shall be supplied by the Director.
9.7 The Company shall be entitled to deduct from the Director's salary or other
payments due under this Agreement the amount of any payments made to the
Director under any health insurance scheme and/or by way of damages or
compensation for loss of income as a result of any injury or incapacity he
has suffered.
9.8 The Company may at any time require the Director to undergo a medical
examination by a doctor appointed by it for such purpose subject to the
Director's rights under the Access to Medical Reports Xxx 0000.
DIRECTOR'S FIDUCIARY DUTY
10.1 FOR the continuance of his employment hereunder the Director shall
unless prevented by ill-health diligently devote his whole time
attention and ability to the business of the Company for an average of
25 hours per week and shall do all in his power to promote develop and
extend the business and reputation of the Company and any Affiliate and
shall at all times and in all respects conform to and comply with the
directions and regulations made by the Board and also shall not without
the previous consent of the Company in writing under the hand of a
director duly authorised by a Resolution of the Board:
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10.1.1 engage in any other business; or
10.1.2 be concerned engaged or interested directly or indirectly in any
other business of a similar nature to or competitive with that
carried on by the Company or any of its Affiliates to which the
Director renders services hereunder PROVIDED ALWAYS THAT nothing
in this Clause shall preclude the Director from holding or being
otherwise interested in any shares or other securities of any
company which are for the time being quoted on any recognised
Stock Exchange so long as the interest of the Director therein
does not exceed more than three per cent of the aggregate amount
of such securities.
10.2 The Director shall comply where relevant with every rule of law and
every regulation of The London Stock Exchange or such other market on
which the share of the Company are dealt in and every regulation of the
Company in force in relation to dealings in shares, debentures or other
securities of the Company or of any Affiliate and unpublished price
sensitive information affecting the shares, debentures or other
securities of any other company PROVIDED ALWAYS that in relation to
overseas dealings the Director shall also comply with all laws of the
state and all regulations of the stock exchange market or dealing system
in which such dealings take place.
HOLIDAY ENTITLEMENT
11. THE Director shall (in addition to the usual public and bank holidays)
be entitled to 14 days holiday in each year to be taken at a time or
times convenient to the Company.
GIFTS ETC
12. THE Director shall not during the continuance of this Agreement without
written consent of the Board receive any commission present or other
benefit from any person firm or company with whom the Company (and/or
Affiliate) shall have dealings or in relation to or in consequence of
any dealings or transactions or contemplated dealings or transaction
between the Company (and/or Affiliate) and such person firm or company.
If any person firm or company shall at any time make to the Director an
offer or promise of any such present commission or benefit the Director
will forthwith communicate the same to the Board and all presents
commissions or benefits of any kind which the Director shall receive in
breach of this clause shall be considered as having been received by him
on behalf of the Company and shall constitute a debt from him to the
Company so that the Company (without prejudice to any other rights it
may have against the Director in respect thereof) shall have a right to
recover the same from him by action at law.
PATENTS AND INVENTIONS
13.1 The Company and the Director acknowledge and accept the provisions of
Sections 39 and 42 of the Patents Xxx 0000 ('The Patents Act") relating
to the ownership of employees' inventions.
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13.2 Any invention, development. process, plan, design, formula,
specification, program or other matter or work whatsoever (collectively
"The Inventions") made, developed or discovered by the Director, either
alone or in concert, whilst the Director is employed by the Company
shall subject to Section 39 of the Patents Act, belong to and be the
absolute property of the Company.
13.3 Any Invention made by the Director shall be forthwith disclosed to the
Company.
13.4 The Director shall deliver to the Company ail documents and other
materials relating to the Inventions.
13.5 The Director shall at the request and cost of the Company (and
notwithstanding the termination of his employment sign and execute all
such documents and do all such acts as the Company may reasonably
require to apply for and to obtain patents, registered design, or other
protection of any nature whatsoever in respect of any inventions owned
by the Company and to bring any proceedings for infringement of any such
patent, registered design or other protection.
13.6 The Company shall decide, in its sole discretion, whether to apply for
patent, registered design or other protection in respect of the
inventions owned by the Company and reserves the right to work any of
such Inventions as a secret process in which event the Director shall
observe the obligations relating to confidential information which are
contained in this Agreement.
COPYRIGHT AND DESIGNS
14.1 IF at any time during the continuance of his employment hereunder
(whether or not during the course of his normal duties and whether or
not during his normal working hours) the Director either alone or with
any other person originates any design formula computer program or other
work in which copyright or design right whether registered or not may
subsist (and whether or not capable of registration under the Copyright,
Designs and Patents Act 1988) which is applicable to the business
carried on any time by the Company or any Affiliate he shall forthwith
disclose the same to the Company and regard himself in relation thereto
as a trustee of the Company.
14.2 The Director hereby assigns to the Company by way of future assignment
the copyright or design right (whether registered or not) if any for the
full term thereof throughout the world in any design or other work which
is the subject of Clause 14.1 hereof.
14.3 For the avoidance of Doubt the Director hereby assigns to the Company
all copyright design know-how and other intellectual property rights in
any design or work the subject of Clause 14.1 (together with the right
to xxx for any past infringements of such rights).
14.4 The Director agrees and undertakes that he will execute such documents
and do all such things as may be necessary to protect the legitimate
property rights hereunder of the Company or any Affiliate.
14.5 The Director waives all or any moral rights in respect of any works
created by him directly or indirectly in performing his duties pursuant
to this Agreement.
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CONFIDENTIAL INFORMATION
15. THE Director shall not (except in the proper course of his duties
hereunder) either during or at any time after the period of his
employment hereunder make any unauthorised commercial use of or divulge
to any person and shall use his best endeavours to prevent the
publication misuse or disclosure of any confidential or secret
information which he may have in his possession or may come to his
knowledge during the course of his employment hereunder relating to the
Company or any Affiliate or any of their suppliers agents distributors
or customers and including (by way of example only) confidential or
secret information relating to their businesses finances technical
processes formulae designs know-how inventions improvements prices
contracts potential contracts or matters connected with their products
or services PROVIDED THAT the provisions of this Clause shall cease to
apply to information which enters the public domain other than directly
or indirectly by reason of the default of the Director.
RESTRICTIVE COVENANTS
16.1 THE Director HEREBY COVENANTS with the Company that he shall not within
twelve months after ceasing to be employed hereunder (without the
previous consent of the Company in writing under the hand of a Director
duly authorised by a Resolution of the Board) in connection with the
carrying on of any business similar to the business of the Company or
any Affiliate as carried on at the date of such cessation and either on
his own behalf or on behalf of any person firm or company directly or
indirectly:
16.1.1 seek to procure orders from or do business with any person firm
or company who has at any time during the twelve months
immediately preceding such cessation carried on business with
the Company PROVIDED always that nothing in this Clause
contained shall prohibit the seeking or procuring of orders or
the doing of business not relating or similar to the business or
businesses aforesaid or any of them.
16.1.2 solicit or entice or endeavour to solicit or entice away any
director employee consultant or agent of the Company or any
Affiliate whether or not such person would commit any breach of
his contract (or his or his employers contract) by reason of
leaving the service of such company or for a period of six
months after such cessation employ or cause to be employed
whether directly or indirectly any person or company employed in
any capacity by the Company up to 12 months before such
cessation; or
16.1.3 interfere or seek to interfere with the provision of goods or
services to the Company or and Affiliate by any suppliers who
have been supplying such goods or services to the Company and or
and Affiliate during the last 12 months of his employment
hereunder.
16.2 THE Director HEREBY FURTHER COVENANTS with the Company that he will not
within 12 months after ceasing to be employed hereunder without such
consent as is specified in Clause 16.1 hereof either alone or jointly
with or as manager agent shareholder partner director or employee of any
person firm or company or otherwise
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directly or indirectly carry on or be engaged or concerned anywhere
worldwide in a business similar to the business of the Company and
Affiliates as carried on at the date of such cessation.
TERMINATION WITHOUT PROVISIONS
17.1 THE employment of the Director hereunder may be terminated by the
Company without notice or payment in lieu of notice:
17.1.1 if the Director is guilty of any gross default or misconduct in
connection with or affecting the business of the Company or any
conduct likely to bring the Company or himself into disrepute;
17.1.2 in the event of any breach or non-observance by the Director of
any of the stipulations herein contained;
17.1.3 if the Director ceases or any reason to be a director of the
Company;
17.1.4 if the Director becomes a patient as defined by Sections 94(2)
and 145(1) of the Mental Health Xxx 0000;
17.1.5 if the Director becomes bankrupt or makes a voluntary
arrangement as defined by the Insolvency Xxx 0000;
17.1.6 if the Director is made subject to a disqualification order
pursuant to the Company Directors Disqualification Xxx 0000;
17.1.7 if the Director is absent from work as a result of sickness or
incapacity for the requisite period set out in Clause 9 hereof;
17.1.8 if the Director is convicted of a criminal offence which in the
reasonable opinion of the Board materially affects his position
as a director of the Company or tends to lower the reputation of
the Company with its customers or suppliers or with the public;
17.1.9 if the Director becomes addicted to alcohol or drugs to an
extent which in the reasonable opinion of the Board is likely to
affect the proper performance of his duties hereunder; or
17.1.10 if the Director is in the reasonable opinion of the Board
incompetent in the performance of his duties hereunder.
17.2 Where this Agreement is terminated in circumstances in which the Company
is otherwise obliged to give the Director due notice under clause 2
above the Company may, at its discretion, provide the Director with pay
in lieu of such notice, or suspend him on full pay during such notice
period.
17.3 This Agreement shall if not previously terminated in any event
automatically come to an end when the Director attains the age of 65 or
such other age at which the parties mutually agree in writing he shall
retire.
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17.4 In the event that the undertaking of the Company is to be transferred in
whole or part to a third party the Agreement may be terminated by the
Company upon one month's notice where the Director refuses to agree to
the transfer of this Agreement by way of novation to such third party.
RESIGNATION AS DIRECTOR
18. Upon termination howsoever of this Agreement other than by reason of
appointment to the position of Non-Executive Director, the Director upon
the request of the Company shall resign without claim for compensation
from office as director or other officer of the Company and such
directorships or other offices held by him in Associated Companies as
may be so requested and in the event of his failure to do so forthwith
upon request the Company is hereby irrevocably authorised to appoint
some person in his name and on his behalf to sign date and deliver such
resignation or resignations to the Company and Affiliate of which the
Director is at the material time a director or other officer.
TERMINATION FOR COMPANY RECONSTRUCTION PURPOSES
19. 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 reconstruction or amalgamation and the
Director shall be offered employment with any concern or undertaking
resulting from such reconstruction or amalgamation on terms and
conditions not less favourable than the terms of this Agreement or
otherwise constituting suitable alternative employment then the Director
shall have no claim against the Company in respect of the termination of
his employment hereunder.
OTHER OBLIGATIONS ON TERMINATION
20. Upon the termination of his employment hereunder for whatever reason
other than by reason of appointment to the position of Non-Executive
Director, the Director shall:
20.1 forthwith deliver up to the Company all papers computer programs and
other property whether confidential or not belonging to the Company or
any Affiliate which may be in his power possession or control and he
shall not without written consent of the Board retain any copies
thereof;
20.2 if so requested send to the Company Secretary a signed statement
confirming that he has complied with sub-paragraph 20.1 hereof; and
20.3 not at any time represent himself still to be connected with the Company
or any Affiliate.
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SET OFF
21.1 In the event of the termination of this Agreement by the Company for
whatever reason the Director hereby agrees that any payment to which he
may become entitled from the Company under the Act shall be offset
against any other sums for which the Company may be liable to the
Director by reason of such termination.
21.2 The Director further agrees that upon such termination the Company shall
be entitled to set off any claims against the Director against any
amounts that otherwise might be due to him under Clause 4 of this
Agreement or otherwise hereunder.
21.3 For the avoidance of doubt it is further agreed by the Director that the
Company is entitled to deduct from monies due to him hereunder the
amount of any set off claim.
HEALTH AND SAFETY AT WORK
22. THE Director hereby acknowledges that he is expected to be familiar with
and observe the provisions of the Health and Safety at Work etc. Xxx
0000 and he further acknowledges that the responsibility for complying
with the terms of such Act rests with both the Company and its officers
and employees.
STATUTORY PARTICULARS
23. THE employment of the Director hereunder shall also be subject to the
terms set out in the Second Schedule hereto which is added in accordance
with the requirements of the Act.
POST TERMINATION RIGHTS
24. THE expiry or termination of this Agreement howsoever arising shall not
operate to affect any of the provisions hereof which are expressed to
operate or have effect thereafter and shall not prejudice the exercise
of any right or remedy of either part accrued beforehand.
OBLIGATIONS TO AFFILIATES
25. THE Company hereby declares itself trustee of the obligations and
covenants given in this Agreement by the Director insofar as they may be
for the benefit of any Affiliate and holds such obligations and
covenants upon trust for the absolute benefit of any such Affiliate and
the Director hereby covenants with the Company in its capacity as such
trustee to observe and perform each of the said obligations and
covenants.
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NOTICES
26. ANY notice required to be given or otherwise made pursuant to the terms
of this Agreement may be given or made by letter delivered by messenger
or by recorded delivery letter or by telex or by telecopier to the
Company at its registered office for the time being and to the Director
at his address stated in this Agreement or to such other address as he
may notify to the Company in writing in accordance with the terms of
this Agreement and any such notice shall be deemed to have been received
if delivered by messenger at the time of delivery by the messenger and
if by recorded delivery letter when delivery of it is recorded and if by
telex or telecopier when the notice is received at such address as
aforesaid.
INTERPRETATION AND JURISDICTION
27. THIS Agreement shall in all respects be interpreted and construed in
accordance with English Law and the parties hereto hereby submit to the
exclusive jurisdiction of the English Courts.
28. In this Agreement:
(i) unless the context otherwise requires the following expressions
shall have the following meanings:
"Affiliate" means any corporation, company, partnership, joint
venture firm and/or entity which is controlled by
the Company (or any holding company or subsidiary
of the Company) or is under the common control of
the Company (or any holding company or subsidiary
of the Company) and any third party;
"the Board" means the Board of Directors for
the time being of the Company;
"the Act" means the Employment Rights Act
1996
(ii) any reference to a statutory provision shall be deemed to
include a reference to any statutory modification or
re-enactment of the same. The headings herein are for
information purposes only and do not form part of this
Agreement.
SEVERANCE
29. If any provision of this agreement shall be found by any court or
administrative body of competent jurisdiction to be invalid or
unenforceable the validity or unenforceability of such provision shall
not affect the other provisions of this agreement and all provisions not
affected by such invalidity or unenforceability shall remain in full
force and effect.
IN WITNESS whereof these presents have been executed the day and year first
before written.
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THE FIRST SCHEDULE
ALTERATIONS IN SALARY
By their signature set opposite the relevant entry in Column (1) made on the
date stated in Column (3) the parties agree that the Director's fixed salary
payable under this Agreement shall be altered to the rate stated in Column (1)
with effect from the date in Column (2)
(1) (2) (3) (4) (5)
Revised Annual rate of Effective date of Date of this entry Signed on behalf of Signed by the
Director's fixed salary alteration the Company Director
pound sterling 60,000 01.12.96 17.12.96
pound sterling 72,000 01.01.97 17.12.96
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THE SECOND SCHEDULE
Amplification of particulars of terms of employment pursuant to the Act:-
1. Date of Commencement of Employment with the Company: 01/09/96.
2. No prior employment counts as part of the Director's continuous
employment with the Company.
3. Hours of Work: There are no fixed hours of work - see Clause 10 of the
Agreement.
4. Holidays: see Clause 11 of the Agreement. The entitlement to holiday
(and on termination of employment to holiday pay in lieu of holiday)
accrues pro rata throughout each calendar year of employment hereunder.
5. The following information is supplied pursuant to the Act and reflects
the Company's current practice:-
a. Disciplinary Rules: A copy of the Company's disciplinary rules
and regulations can be obtained by the Director on demand from
the Company Secretary. These rules may be altered or added to
from time to time by the Company and details of such changes
will be publicised on notice boards and/or supplied to the
Director.
b. Grievance and Appeals Procedure: If the Director is dissatisfied
with any disciplinary decision relating to him or has any
complaint or grievance arising from his employment hereunder he
may refer any such matter to the Board which will deal with the
matter by discussion and by a majority decision of those present
(excluding the Director if he is so present) at the relevant
Board Meeting at which the matter is discussed.
6. Save as otherwise provided herein or agreed between the parties in
writing from time to time there are no terms or conditions of employment
relating to hours of work, normal working hours, entitlement to holiday
(including public holidays), holiday pay, pensions or pension schemes,
or incapacity for work due to sickness or injury.
7. No collective agreement directly affects this employment.
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SIGNED ON BEHALF OF PROTEUS
MOLECULAR INTERNATIONAL PLC
Signature:
Date:
SIGNED BY:
(Director)
Date:
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