SERVICE AGREEMENT
Exhibit 10.4
![Graphic](https://www.sec.gov/Archives/edgar/data/1761612/000155837024010949/bcyc-20240630xex10d4001.jpg)
DATED 18 March 2024
BICYCLETX LIMITED
and
XXXXXXX XXXXXXX XXXXXXXX XXXXXX
SERVICE AGREEMENT
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OUTSIDE EMPLOYMENT, CONFIDENTIAL INFORMATION, CONFLICTING INTERESTS AND RETURN OF COMPANY PROPERTY | 10 | |
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THIS AGREEMENT is made on BETWEEN:
1. | COMMENCEMENT OF EMPLOYMENT |
2. | JOB TITLE |
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3. | PLACE OF WORK |
4. | REMUNERATION |
4.4 | Annual Performance Bonuses: |
You will be eligible to participate in the Company's discretionary annual performance related bonus scheme to a target value of 45% of your Earned Salary in relation to your performance against agreed annual corporate and personal performance objectives as set out below (the “Annual Performance Bonus”). That is, if the compensation committee (the “Compensation Committee”) of the board of directors (the “Board”) of the Company's parent company, Bicycle Therapeutics plc (“BTL”) determines that you have completed all such corporate and personal objectives to its satisfaction in a given year, your bonus would be 45% of your Earned Salary in that year, excluding any discretionary multiplier being applied to such bonus or any other bonuses in this offer. Such Annual Performance Bonus may be payable in cash or, in whole or in part, in share options in BTL, as agreed by you and the Compensation Committee following notification by you of your preference at least 90 days prior to the normal payment date (and in the case of share options with the appropriate HMRC valuation process (if required by the Compensation Committee) and Board approval so as to be compliant with BTL's share option plan rules), with due consideration for the operational requirements of the Company at that time in your role as CPSO.
Any Annual Performance Bonus paid will not be pensionable and will be subject to statutory applicable tax and National Insurance deductions. Performance will be assessed by the Compensation Committee at the end of each calendar year, against annual corporate and personal performance objectives agreed between you and the Board at the start of each calendar year, with any such bonus being payable in the first quarter of the following year. Qualification for your Annual Performance Bonus will require that you are employed by the
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Company (and have not served notice of termination of your employment to the Company) on 31 December of the year to which your bonus entitlement applies.
5. | BENEFITS |
6. | EXPENSES |
The Company shall reimburse all reasonable out of pocket expenses properly incurred by you in the performance of the duties under this Agreement including travelling, subsistence and entertainment expenses provided you follow the Company's guidelines/allowances in force at the relevant time and provided that you shall, where reasonably practicable, provide the Company with vouchers, invoices or such other evidence of such expenses as the Company may reasonably require.
7. | HOURS OF WORK |
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8. | HOLIDAYS |
9. | SICKNESS AND OTHER ABSENCE |
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the circumstances so justify. Thereafter, the Company shall pay statutory sick pay or equivalent benefit to which you may be entitled subject to your compliance with the appropriate rules.
10. | GARDEN LEAVE |
(a) | not to carry out any further work for the Company or for any Group Company; |
(b) | to remain away from the Company's business premises and those of any Group Company (unless given written permission to do otherwise); |
(c) | not to contact any of the Company's clients, suppliers or employees or those of any Group Company without the Company's prior written permission; |
(d) | to carry out only part of your duties, or to carry out alternative duties or special projects for the Company within your skill set; |
(e) | to co-operate in the handover of your duties and responsibilities; |
(f) | to resign from any offices (including as a director) you hold within the Company or any Group Company or by virtue of your employment with us; |
(g) | to answer, in an honest and helpful way, such questions as the Company may reasonably ask of you; and |
(h) | to keep the Company informed of your whereabouts and contact details and to remain reasonably contactable and available for work. |
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11. | NOTICE |
(c) | are convicted of a criminal offence (other than an offence under the road traffic legislation in the United Kingdom or elsewhere for which a non-custodial sentence is imposed); |
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Any delay or forbearance by the Company in exercising any right of termination in accordance with this paragraph 11.3 will not constitute a waiver of such right.
(iii) a material change in the geographic location at which you provide services to the Company; or (iv) the material breach of this Agreement by the Company. “Good Reason Process” shall mean that (i) you reasonably determine in good faith that a “Good Reason” condition has occurred; (ii) you notify the Company in writing of the first occurrence of the Good Reason condition within 60 days of the first occurrence of such condition; (iii) you cooperate in good faith with the Company's efforts, for a period not less than 30 days following such notice (the “Cure Period”), to remedy the condition; (iv) notwithstanding such efforts, the Good Reason condition continues to exist; and (v) you terminate your employment (without notice) within 60 days after the end of the Cure Period. If the Company cures the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurred.
11.5 | Your employment hereunder shall also terminate immediately upon your death. |
Severance Pay and Benefits Upon Termination by the Company without Cause or by the Executive for Good Reason outside the Change in Control Period.
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“Settlement Agreements”) in a form and manner satisfactory to the Company, which shall include, without limitation, a general release of claims against the Company and all related persons and entities, a reaffirmation of all of your continuing obligations to the Company, including those set forth in paragraphs 13 to 15, and (in the case of the separation agreement and release) a seven (7) business day revocation period; and (ii) the separation agreement and release becoming irrevocable, all within 60 days after the Termination Date (or such shorter period as set forth in the Settlement Agreements), the Company shall: (A) pay you (or your authorised representative or estate if the termination is due to your death) an amount equal to nine (9) months of your salary as of the Termination Date (which payment shall not be reduced by either the value of any salary paid to you during your notice period or by any payment in lieu of notice made pursuant to paragraph 11.2); and (B) pay you (or your authorised representative or estate if the termination is due to your death) an amount equal to the cost to the Company of providing you with the contractual benefits under paragraph 5 for nine (9) months or, at the Company's option, continue to provide you with such benefits for nine (9) months.
Severance Pay and Benefits Upon Termination by the Company without Cause or by the Executive for Good Reason Within the Change in Control Period
(ii) the separation agreement and release becoming irrevocable, all within 60 days after the Termination Date (or such shorter period as set forth in the Settlement Agreements):
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(18) months or, at the Company's option, continue to provide you with such benefits for eighteen (18) months; and
“Accelerated Vesting Date” means the effective date of the Settlement Agreements signed by you (or your authorised representatives or estate if the termination is due to your death).
“Termination Date” means the date on which your employment hereunder terminates.
“Time-Based Equity Awards” means all time-based stock options and other stock-based awards subject to time based vesting held by you.
“Change in Control” has the meaning given to that term in the Schedule to this Agreement.
12. | DISCIPLINARY, DISMISSAL AND GRIEVANCE PROCEDURES |
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Failure to secure advance permission in accordance with this paragraph 13.2 may result in summary dismissal.
(c) | remove or transmit from the Company or any Group Company's premises any Documents on which Confidential Information may from time to time be recorded. |
14. | RESTRICTIVE COVENANTS |
“Prospective Customer” shall mean any person, firm, company or other business who was to your knowledge at the Termination Date negotiating with the Company or with any Group Company with a view to dealing with the Company or any Group Company as a customer;
“Restricted Business” means any business which (i) carries on research in the field of constrained peptides, including, without limitation, all work in the field of lead constrained peptide identification and optimization and pre-clinical development of constrained peptide therapeutics or (ii) is developing a drug conjugate compound for treating cancer that targets the same target as a drug conjugate compound in development by any Group Company;
“Restricted Customers” shall mean any person, firm, company or other business who was to your knowledge at any time in the twelve (12) month period ending with the Termination Date a customer of the Company or any Group Company;
“Restricted Period (A)” shall mean the period of six (6) months from the Termination Date;
“Restricted Period (B)” shall mean the period of nine (9) months from the Termination Date;
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“Restricted Territory” means anywhere in the United States or the United Kingdom or in any other country in which the Company or any Group Company conducts business or as of the date of termination of my employment relationship had plans to conduct business; and
“Termination Date” shall mean the date on which your employment under this Agreement terminates either due to you or the Company terminating it in accordance with the terms of the Agreement or in breach of the terms of this Agreement.
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15. | INTELLECTUAL PROPERTY |
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15.4 | All IPRs subsisting in any Works shall be the exclusive property of the Company. |
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papers and records on all media (and all copies or abstracts of them), recording or relating to any part of the Works and the process of their creation which are in your possession, custody or power.
16. | LITIGATION ASSISTANCE |
During the term of your employment and at all times thereafter subject always to your obligations to third parties, you shall furnish such information and proper assistance to the Company or any Group Companies as it or they may reasonably require in connection with the Company's intellectual property (including without limitation applying for, defending, maintaining and protecting such intellectual property) and in connection with litigation in which it is or they are or may become a party. This obligation on you shall include, without limitation, meeting with the Company or any Group Companies' legal advisers, providing witness evidence, both in written and oral form, and providing such other assistance that the Company or any Group Companies' legal advisors in their reasonable opinion determine. The Company shall reimburse you for all reasonable out of pocket expenses incurred by you in furnishing such information and assistance and in the event you are no longer employed by the Company a reasonable daily rate (as agreed between you and the Company for such assistance). Such assistance shall not require you to provide assistance for more than 5 days in any calendar month. For the avoidance of doubt the obligations under this paragraph 16 shall continue notwithstanding the termination of your employment with the Company.
17. | COLLECTIVE AGREEMENTS |
There are no collective agreements which directly affect your terms and conditions of employment.
18. | DATA PROTECTION |
Processing of personal data and our policies
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(c) | You must not access other individuals' personal data unless in the course of your work. |
Data breach — and urgent notification
18.10 | We reserve the right to amend the documents referred to above from time to time. |
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19. | THIRD PARTY RIGHTS |
Save in respect of any rights conferred by this Agreement on any Group Company (which such Group Company shall be entitled to enforce), a person who is not a party to this Agreement may not under the Contracts (Rights of Third Parties) Act 1999 enforce any of the terms contained within this Agreement.
20. | DEFINITIONS |
“Group Company” means a subsidiary or affiliate and any other company which is for the time being a holding company of the Company or another subsidiary or affiliate of any such holding company as defined by the Companies Act 2006 (as amended) and “Group Companies” will be interpreted accordingly.
21. | ENTIRE AGREEMENT |
These terms and conditions constitute the entire agreement between the parties and supersede any other agreement whether written or oral previously entered into.
22. | JURISDICTION AND CHOICE OF LAW |
This Agreement shall be governed by and interpreted in accordance with the laws of England and Wales and the parties to this Agreement submit to the exclusive jurisdiction of the Courts of England and Wales in relation to any claim, dispute or matter arising out of or relating to this Agreement.
23. | NOTICES |
Any notices with respect to this Agreement shall be in writing and shall be deemed given if delivered personally (upon receipt), sent by email or sent by first class post addressed, in the case of the Company, to the Company Secretary at its registered office and in your case, addressed to your address last known to the Company.
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DEFINITIONS
Change in Control: | means and includes each of the following: (a) a Sale; or (b) a Takeover. The Compensation Committee shall have full and final authority, which shall be exercised in its sole discretion, to determine conclusively whether a Change in Control has occurred pursuant to the above definition, the date of the occurrence of such Change in Control and any incidental matters relating thereto; provided that any such Change in Control also qualifies as a “change in control event” as defined in Section 409A of the United States Internal Revenue Code of 1986, as amended and the regulations and other guidance thereunder and any state law of similar effect, and any exercise of authority in conjunction with a determination of whether a Change in Control is a “change in control event” is consistent with such regulation. |
Control: | shall have the meaning given to that word by Section 719 of the UK Income Tax (Earnings and Pensions) Act 2003 and “Controlled” shall be construed accordingly. |
Sale: | the sale of all or substantially all of the assets of BTL. |
Takeover: | circumstances in which any person (or a group of persons acting in concert) (the “Acquiring Person”): (a)obtains Control of BTL as the result of making a general offer to: (i)acquire all of the issued ordinary share capital of BTL, which is made on a condition that, if it is satisfied, the Acquiring Person will have Control of BTL; or (ii) acquire all of the shares in BTL; or (b)obtains Control of BTL as a result of a compromise or arrangement sanctioned by a court under Section 899 of the UK Companies Act 2006, or sanctioned under any other similar law of another jurisdiction; or (c) becomes bound or entitled under Sections 979 to 985 of the UK Companies Act 2006 (or similar law of another jurisdiction) to acquire shares in BTL; or (d)obtains Control of BTL in any other way, including but not limited to by way of a merger. |
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Signed /s/ Xxxxx Xxx
For and on behalf of BicycleTX Limited
18-03-2024 | 17:27 GMT
Dated ……………………………………
I accept the terms and conditions of my employment as set out in this Agreement.
19-03-2024 | 11:02 GMT
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