ACAMBIS PLC LETTERHEAD]
Exhibit 4.2
[ACAMBIS PLC LETTERHEAD]
Xx Xxxxxx Xxxxxx
00 Xxxx Xxxx
Harvard
MA 01451
23 June 2006
Dear Xxx
Non-Executive Directorship
I am delighted that you have agreed to act 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 Acambis plc (the Company).
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1 |
Term of Appointment |
Subject to Clause 9 your appointment as a Non-executive Director will commence on the above date and will continue until 1 September 2006 (Termination Date).
Subject to Clauses 1.1 and 9 your appointment under this Agreement shall terminate on whichever is the earlier of:
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1.2.1 |
the Termination Date; and |
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1.2.2 |
your ceasing to be a Director for any reason under the Articles of Association of the Company (the Articles). |
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2 |
Governing provisions |
Your appointment under this Agreement shall be subject to the provisions of the Articles.
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3 |
Powers and Duties |
You shall exercise such powers and perform such duties as are appropriate to your role as a Non-Executive Director of the Company.
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3.1 |
You shall comply with all reasonable directions from, and all regulations of, the Company including, but not limited to, 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 provisions of the Financial Services and Markets Act 2000 (and any subsequent amendment thereof), the Articles or any other regulations of the Company. |
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3.2 |
In addition, you will observe the terms and conditions of The City Code on Takeovers and Mergers, the United Kingdom Listing Authority Listing Rules (the Rules) and the continuing obligations under the Combined Code (as annexed to the Rules) as the same are applicable to the Company and its Directors from time to time. |
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3.3 |
Your duties as a Non-Executive Director will normally require attendance at all Board Meetings, either in person or, if required by the Board, by conference telephone or similar communication equipment and General Meetings of the Company. The role also requires 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. |
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3.4 |
You will not be asked to serve as a member of committees of the Board, for example the Audit Committee, the Remuneration Committee and the Nominations Committee. |
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3.5 |
Board Meetings are currently held at least six times per annum on dates that will be advised well in advance. You will be required to attend Board Meetings and such other Meetings as you and the Company shall agree from time to time. Further you may be required, as appropriate, to attend meetings of the Audit the Remuneration and Nominations Committees. Such meetings will be held, whenever possible, on the same date as the Board Meetings. |
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3.5 |
You will be provided with reports on at least a bi-monthly basis outlining the current performance of the Company and you will be welcome to see further information on the Company at any time. You will also be most welcome to visit any of the Company’s operations as and when time permits. |
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4 |
Role |
Non-executive Directors have the same general legal responsibilities to the Company as any other director. The board as a whole is collectively responsible for promoting the success of the Company by directing and supervising the Company’s affairs. The Board:
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4.1 |
provides entrepreneurial leadership of the Company within a framework of prudent and effective controls which enable risk to be assessed and managed; and |
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4.2 |
sets the Company’s strategic aims, ensures that the necessary financial and human resources are in place for the Company to meet its objectives, reviews management performance; and sets the Company’s values and standards and ensures that its obligations to its shareholders and others are understood and met. |
In addition to these requirements of all directors, the role of the non-executive has the following key elements. Non-executive Directors should: constructively challenge and contribute to the development of the Company’s strategy; scrutinise the performance of the Company’s management in meeting agreed goals and objectives and monitor the reporting of performance; and satisfy themselves that financial information is accurate and that financial controls and systems of risk management are robust and defensible. Non-executive Directors are also responsible for determining appropriate levels of remuneration of executive directors and have a prime role in appointing, and where necessary removing, senior management and in succession planning.
As a Non-executive Director, you should note that you do not have authority to commit the Company in any way without the express authorisation of the Board.
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5 |
Expenses |
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5.1 |
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 Committees 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. |
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5.2 |
The Company shall reimburse you for any fees or 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. This does not apply to advice on your personal position. 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 advice you should again consult the Chairman or another Non-Executive Director once the fees and expenses you have incurred exceed £5,000. |
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6 |
Conflicts of Interest |
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6.1 |
As this appointment follows your role as Chief Scientific Officer of the Company, the Board does not consider you to be independent under the terms of the Combined Code. |
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7 |
Confidentiality |
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7.1 |
You shall not, either during the term of your appointment or thereafter: |
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7.1.1 |
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 |
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7.1.2 |
use for your own purpose or for any purpose other than those of the Group any information or 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 into the public domain (otherwise than through your own default). You shall not, during the term of your directorship nor for a period of six months after the termination thereof 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 of the Group without the prior consent of the Board in writing (such consent not to be unreasonably withheld or delayed). |
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7.2 |
Your attention is also drawn to the requirements under both legislation and reputation as to the disclosure of price sensitive information. Consequently, you should avoid making statements that might risk a breach of these requirements without prior clearance from the Chairman or Company Secretary. |
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7.3 |
You must comply with the UK Listing Authority’s Model Code for securities transactions by directors of listed companies and with any code of conduct relating to securities transactions by directors and specified employees issued by the Company from time to time. |
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8 |
Fringe benefits |
For the purposes of clarification, this letter of appointment does not constitute a contract of service. You shall not be entitled to any fees,remuneration, pension, bonus, share option or any other fringe benefits of the Company.
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9 |
Termination |
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9.1 |
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:- |
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9.1.1 |
be in breach of any terms 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 you of a notice from the Company specifying the breach and requiring it to be remedied; |
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9.1.2 |
be incompetent, guilty of gross misconduct and/or any serious or persistent negligence or misconduct in respect of your obligations under this Agreement; and |
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9.1.3 |
fail or refuse after a written warning to carry out the duties reasonably and properly required of you under this Agreement. |
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9.2 |
Upon the termination of these arrangements for whatever reason you shall at the request of the Board and without claim for compensation immediately 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. |
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9.3 |
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, all information or other property belonging to the Company, 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. |
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10 |
Induction |
As you were previously an Executive Director of the Company, there will be no formal induction process. Please address any questions to the Company Secretary.
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11 |
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 and date of posting of such notice.
The Company has directors’ and officers’ liability insurance and it is intended to maintain such cover for the full term of your appointment. The current indemnity is £20 million; a copy of the policy document is available on request.
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12 |
Governing Law |
The arrangements 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.
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13 |
Miscellaneous |
The Company Secretary will supply you with any information in relation to the Company which you may require.
By accepting this appointment, you have confirmed that you are able to allocate sufficient time to meet the expectations of your role. The agreement of the Chairman should be sought before accepting additional commitments that might affect the time you are able to devote to your role as a Non-executive Director of the Company.
In addition, you will consent to make all relevant disclosures required by the London Stock Exchange and any other relevant body and as required by law.
Please would you confirm your acceptance of the above terms by signing and returning the attached copy of this Agreement.
Yours sincerely
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/s/ Xxxx Xxxxx |
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Chairman |
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I confirm my acceptance of the above terms
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/s/ Xxxxxx X. Xxxxxx |
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Xx Xxxxxx X Xxxxxx |
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Dated 23 June 2006 |
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