THIS NOVATION AGREEMENT is made the day of November, 2005 BETWEEN:
Exhibit 10.03
THIS NOVATION AGREEMENT is made the day of November, 2005
BETWEEN:
| 1. | SHIRE PHARMACEUTICALS GROUP PLC of Hampshire International Business Park, Xxxxxxxx, Xxxxxxxxxxx, Xxxxxxxxx XX00 0XX (registered in England No. 2883758) (“SPG”) |
| 2. | SHIRE PLC of Hampshire Xxxxxxxxxxxxx Xxxxxxxx Xxxx, Xxxxxxxx, Xxxxxxxxxxx, Xxxxxxxxx XX00 0XX (registered in England No. 5492592) (“Shire”) |
| 3. | XX XXXXX XXXXXXX of Hampshire International Business Park, Xxxxxxxx, Xxxxxxxxxxx, Xxxxxxxxx XX00 0XX (the “Director”) |
| (A) | SPG is proposing to enter into the Scheme of Arrangement (as defined below); and |
| (B) | Upon the Scheme of Arrangement becoming effective, SPG wishes to be released and discharged from the Contract (as defined below) and the Director has agreed to release and discharge SPG from the Contract upon the terms of Shire’s undertaking to perform the Contract and be bound by its terms in the place of SPG. |
NOW IT IS AGREED as follows:-
| 1. | INTERPRETATION |
| 1.1 | In this agreement (including in its recitals): |
| “Contract” | means the contract relating to the employment of the Director as the finance director for the SPG group made between SPG (1) and the Director (2) and dated 10th March 2004, a copy of which is scheduled hereto; | ||
| “Effective Date” | means the date upon which the Scheme of Arrangement becomes effective in accordance with its terms; and | ||
| “Scheme of Arrangement” | means the Scheme as defined in a circular to SPG shareholders dated 26th September 2005. |
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| 1.2 | In this agreement, unless otherwise specified: | |
| (A) | references to Clauses and sub-clauses are to clauses and sub-clauses of this agreement; and | |
| (B) | headings to Clauses and the schedule to this agreement are for convenience only and do not affect the interpretation of this agreement. | |
| 2. | CONDITIONS | |
| The rights and obligations of the parties to this agreement shall be conditional in their entirety upon the Scheme of Arrangement becoming effective. | ||
| 3. | SHIRE’S UNDERTAKING | |
| 3.1 | With effect from the Effective Date and in consideration of the undertaking given by the Director in Clause 4, Shire hereby undertakes to observe, perform, discharge and be bound by the Contract as if Shire were a party to the Contract in the place of SPG. | |
| 3.2 | Notwithstanding the undertaking in Clause 3.1, nothing in this agreement shall require Shire to perform, or make Shire liable in respect of, any obligation created by or arising under the Contract falling due for performance, or which should have been performed, before the Effective Date. | |
| 3.3 | For the avoidance of doubt, Shire hereby undertakes to be responsible for all accruals of the Director’s salary or other benefits with effect from and including the Effective Date. | |
| 4. | DIRECTOR’S UNDERTAKING AND RELEASE OF SPG | |
| 4.1 | With effect from the Effective Date and in consideration of the undertakings given by Shire in Clause 3 and SPG in Clause 5, the Director hereby releases and discharges SPG from all obligations to observe, perform, discharge and be bound by the Contract and agrees to observe, perform, discharge and be bound by the Contract as if Shire were a party to the Contract in the place of SPG. | |
| 4.2 | Notwithstanding the provisions of Clause 3.1, nothing in this agreement shall affect or prejudice any claim or demand whatsoever which the Director may have against SPG in relation to the Contract and arising out of matters prior to the Effective Date. | |
| 5. | SPG’S UNDERTAKING AND RELEASE OF DIRECTOR | |
| With effect from the Effective Date and in consideration of the undertaking given by the Director in clause 4.1, SPG hereby releases and discharges the Director from all obligations to observe, perform, discharge and be bound by the Contract. Notwithstanding this undertaking and release, nothing in this agreement shall affect or prejudice any claim or demand whatsoever which SPG may have against the Director in relation to the Contract and arising out of matters prior to the Effective Date. | ||
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| 6. | EMPLOYMENT RIGHTS XXX 0000 |
| For the purposes of Section 1 of the Employment Rights Xxx 0000, with effect from the Effective Date, the Director will be employed by Shire. The Director’s period of continuous employment is unaffected by this change. | |
| 7. | CHANGE OF CONTROL |
| The parties hereby acknowledge and agree that, for the purposes of clause 16 of the Contract, the interposition of Shire as the new holding company of SPG, pursuant to the Scheme of Arrangement, shall not constitute a Change of Control (as such term is defined in the Contract). | |
| 8. | ENTIRE AGREEMENT |
| This agreement constitutes the whole and only agreement between the parties relating to the subject matter of this agreement. Each party acknowledges that, in entering into this agreement, it is not relying on any pre-contractual statement which is not set out in this agreement. | |
| 9. | COUNTERPARTS |
| 9.1 | This agreement may be executed in any number of counterparts, and by the parties on separate counterparts, but shall not be effective until each party has executed at least one counterpart. |
| 9.2 | Each counterpart shall constitute an original of this agreement, but all the counterparts shall together constitute but one and the same instrument. |
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| 10. | GOVERNING LAW AND JURISDICTION |
| This Agreement shall be governed by and construed in accordance with English law and the courts of England are to have jurisdiction to settle any dispute arising out of or in connection with this agreement. Any proceeding, suit or action arising out of, or in connection with, this agreement may be brought in the English courts. |
| For and on behalf of |
| SHIRE PHARMACEUTICALS GROUP PLC |
| For and on behalf of SHIRE PLC |
| XX XXXXX XXXXXXX |
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SCHEDULE
