EXHIBIT 10.18
DATED 1 MARCH 1997
(1) PEPTIDE THERAPEUTICS GROUP PLC
-AND-
(2)XXXX XXXXX
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DIRECTOR'S SERVICE AGREEMENT
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XXXXXXX - XXXXXX
CONTENTS
PAGE
CLAUSE --
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1 Definitions and Interpretation...................................................................... 1
2 Appointment and Term of Employment.................................................................. 3
3 Duties.............................................................................................. 3
4 Office of Director.................................................................................. 5
5 Renumeration........................................................................................ 5
5.1 Salary......................................................................................... 5
5.2 Schemes........................................................................................ 6
5.3 Pension Scheme................................................................................. 6
5.4 Car Allowance.................................................................................. 6
6 Expenses and Communications......................................................................... 7
7 Life Assurance...................................................................................... 7
8 Medical Expenses Insurance and PHI.................................................................. 7
9 Holidays............................................................................................ 8
10 Sickness Injury and Absence......................................................................... 8
11 Confidential Information............................................................................ 9
12 Other Business Interests............................................................................ 10
13 Copyright Inventions and Design Right............................................................... 11
14 Automatic Termination............................................................................... 12
15 Summary Termination................................................................................. 13
16 Termination......................................................................................... 14
17 Covenants by the Directors.......................................................................... 15
18 Reconstruction or Amalgamation...................................................................... 16
19 Notices............................................................................................. 17
20 Statutory and Other Information..................................................................... 17
21 Miscellaneous....................................................................................... 17
22 Previous Agreements................................................................................. 18
Schedules
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1 Statutory Information............................................................................... 19
2 Director's Duties................................................................................... 20
THIS AGREEMENT is made the First day of March 1997
BETWEEN:
(1) PEPTIDE THERAPEUTICS GROUP PLC a company incorporated in England and Wales
(registered no. 2863682), whose registered office is at 000 Xxxxxxxxx
Xxxxxxx Xxxx, Xxxxxx Xxxx, Xxxxxxxxx, XX0 0XX (the "COMPANY"); and
(2) DR. XXXX XXXXX of 0 Xxxxx Xxxxx, Xxxxxxxxx XX00 0XX (the "DIRECTOR").
IT IS AGREED that:--
1 DEFINITIONS AND INTERPRETATION
1.1 IN THIS AGREEMENT:
"ASSOCIATED COMPANY" means a company which is not a subsidiary of another
but more than twenty (20) per cent of the equity share capital of which is
owned by that other;
"'BOARD" means the board of directors of the Company for the time being and
includes where the context so permits any committee of the board of
directors including without limitation the Remuneration Committee and the
Audit Committee;
"COPYRIGHT WORK" and "DESIGN RIGHT WORK" mean respectively any copyright
work or design right work originated, conceived, written or made by the
Director alone or with others which relates or may relate to any product,
service, process, equipment, system or activity of the Company;
"EQUITY SHARE CAPITAL" has the meaning given to it in Section 744 of the
Companies Xxx 0000;
"GROUP" means:--
(i) the Company;
(ii) any holding company of the Company;
(iii) any subsidiary of the Company or its holding company or any
associated company of any of them;
(iv) any subsidiary undertaking of the Company or its holding company or
any associated company of any of them; and
(v) any associated company of the Company or its holding company or any
subsidiary of any of them;
"GROUP COMPANY" means the Company and any other member of the Group for the
time being;
"HOLDING COMPANY" has the meaning given in Section 736 Companies Xxx 0000;
"INCAPACITY" means any sickness, injury, or other like cause incapacitating
the Director from performing his duties under this Agreement and
"INCAPACITATED" shall be construed accordingly;
"INVENTIONS" means any invention, discovery or improvement including,
without prejudice to the generality of the above, any know-how, design
process, drawing, formula, computer program or specification which relates
or may relate to any product, service, process, equipment, system or
activity of the Company;
1
"PEMBROKESHIRE PENSION PLAN" means the approved retirement benefits scheme
established by trust deed dated 10th December 1994 and made between Peptide
Therapeutics Limited, Xxxxxx Xxxxx Xxxx, Xxxx Xxxxxxx Xxxxxxx, Xxxxxx Xxxxx
Xxxxxxx Xxxxx and Xxxxxxxx Xxxxx;
"RECOGNISED INVESTMENT EXCHANGE" has the meaning given in Section 207 of the
Financial Services Xxx 0000;
"SUBSIDIARY" has the meaning given in Section 736 Companies Xxx 0000; and
"SUBSIDIARY UNDERTAKING" has the meaning given in Section 258 of the
Companies Xxx 0000.
1.2 Any reference to a statute or statutory provision shall be deemed to
include a reference to any statutory modification or re-enactment of it or
any enactment replacing it and any instrument order or regulation made
under such statute or statutory provision.
1.3 References to Clauses and Schedules are to clauses of and the schedules to
this Agreement.
1.4 The headings in this Agreement are for convenience only and shall not
affect its construction or interpretation.
2 APPOINTMENT AND TERM OF EMPLOYMENT
2.1 The Director shall serve the Company as Chief Executive of the Company.
2.2 The employment of the Director under this Agreement (which shall include
the Director's previous employment by the Company's subsidiary, Peptide
Therapeutics Limited, and shall therefore be deemed to have commenced on
12th March 1995) shall (subject to termination as provided in Clause(s) 14
and 15) continue until terminated by either party giving to the other not
less than 12 months' notice in writing.
2.3 Notwithstanding any other terms in this Agreement, the Director shall
retire at the Company's normal requirement age, which is at present 65 (the
"RETIREMENT AGE") whereupon this Agreement shall terminate. The Company may
in its absolute discretion continue to employ the Director after the
Retirement Age upon such terms as the parties to this Agreement shall
agree. Should the Retirement Age conflict with any statutory or regulatory
provision applicable to the Company, the Retirement Age shall be varied to
conform with such provision.
3 DUTIES
3.1 The Director shall during his employment under this Agreement:--
3.1.1 exercise the powers and perform the duties normally required of a
person holding the post occupied by the Director and appropriate to his
status, qualifications and experience including but without prejudice to
the generality of the foregoing the duties set out in Schedule 2 and
such other duties as the Board may from time to time properly and
reasonably assign to him either in his capacity as Director or in
connection with the business of the Company or the business of any one
or more Group Companies (including serving on the board of or any other
executive body or any committee of such Group Companies);
3.1.2 use all proper and reasonable endeavors to promote, develop and
extend the business of the Company and the Group Companies; and
3.1.3 at all times and in all respects conform to and comply with the
proper and reasonable directions and regulations of the Board and shall,
except during holidays and periods of
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absence due to ill health or other incapacity, devote his full time and
attention to the performance of his duties under this Agreement.
3.2 The Director's normal place of work shall be anywhere in the United
Kingdom which the Board may require for the proper performance and exercise
of his duties and powers and provided he may be required by the Company to
travel (whether within or outside the United Kingdom) on the business of
the Company or any Group Company.
3.3 If the Company requires the Director to work permanently at a place which
necessitates a move from his present address the Company will reimburse the
Director for all removal expenses directly and reasonably incurred as a
result of the Company's requirement.
3.4 The Director shall keep the Board properly informed (in writing if so
required by the Board) of his conduct of all business on behalf of the
Company and any Group Company and shall give to the Board all such
information as to the affairs of the Company and the Group as it shall
properly and reasonably require.
3.5 The Director shall not during the term of this Agreement without the
written consent of the Board make or seek to make on behalf of himself or
(otherwise than properly in the performance of his duties to the Company)
on behalf of any other person, firm or company any contract or other
arrangement of a commercial nature with any actual or prospective customer,
contractor or supplier of the Company or any Group Company.
3.6 The Director shall not during the term of this Agreement without the
consent of the Board seek or accept from any actual or prospective
customer, contractor or supplier of the Company or any Group Company any
gift, gratuity or benefit of more than a trivial value or any hospitality
otherwise than properly in the performance of his duties to the Company or
any Group Company of a kind and value not lavish, extravagant or
inappropriate.
3.7 The Company may during any period of notice to terminate the employment of
the Director under this Agreement or for the purpose of investigating a
complaint against the Director or otherwise where in the opinion of the
Board the interests of the Company so require suspend or exclude the
Director for any period not exceeding six months from the performance of
his duties on full salary and with full entitlements to other benefits and
require the Director to stay away from any premises of the Company or any
Group Company and to have no contact with all or any officers, employees,
agents, customers, clients, suppliers or other parties involved, engaged or
interested in the operation of the business of the Company or any Group
Company or any part of them or any joint venture in which they may be
engaged or interested and during the whole or any part of any period of
suspension to undertake such work as the Board may reasonably require and
the parties agree and declare that there is no obligation on the part of
the Company to provide the Director with work to do.
4 OFFICE OF DIRECTOR
During his employment under this Agreement the Director shall not (without
prejudice to the Director's rights and remedies under this Agreement and at
common law in circumstances constituting constructive dismissal) do anything
that would cause him to be disqualified from continuing to act as a director
of the Company.
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5 REMUNERATION
5.1 SALARY
The Director shall be paid by way of remuneration for his services under
this Agreement a salary of L150,300 per annum (or such greater amount as the
Board may in its discretion from time to time decide or award pursuant to
the Company's annual salary review) inclusive of any directors' fees payable
to him under the articles of association of the Company and any Group
Companies. The salary shall accrue from day to day and be paid by equal
monthly instalments in arrear on or about the 25th day (excluding weekends
and public holidays) of every month or otherwise in accordance with the
Company's policy from time to time. The Company reserves the right to deduct
or withhold from the Director's salary any amounts owing to the Company by
the Director. On 1st January 1998, and subject only to satisfactory
performance of his duties by the Director, the salary of the Director shall
be increased to an amount not less than L167,000 per annum (or such greater
amount as the Board may in its discretion from time to time decide or award
pursuant to the Company's annual salary review).
5.2 SCHEMES
5.2.1 The Director shall be entitled to participate as from the date of
this Agreement in The Peptide Therapeutics 1995 Unapproved Share Option
Scheme, The Peptide Therapeutics 1995 Savings-Related Share Option
Scheme and The Peptide Therapeutics 1996 Approved Share Option Scheme
(together with "SCHEMES") for the time being in force subject to the
rules applicable to the Schemes as amended or varied from time to time
at the Board's discretion and subject always in the case of the Peptide
Therapeutics 1995 Unapproved Share Option Scheme and The Peptide
Therapeutics 1996 Approved Share Option Scheme to the exercise by the
Board of its discretion to grant options under that scheme.
5.2.2 The Director shall have no right to membership of any of the Schemes
other than by virtue of his employment and any such right or benefit
which might have bested in or accrued to the Director under the Schemes
shall lapse and be disregarded for the purpose of calculating any claim
by the Director arising form the termination of the employment.
5.3 PENSION SCHEME
The Director shall be entitled to benefits under the Pembrokeshire Pension
Plan and the Company shall, subject to applicable Inland Revenue limits and
requirements concerning employer contributions during the employment of the
Director under this Agreement, pay as a contribution into the Pembrokeshire
Pension Plan an amount per annum equal to 10 per cent. of the Director's
basic salary at the commencement of that year.
5.4 CAR ALLOWANCE
The Director shall during the term of this Agreement be paid a car allowance
of L12,200 per annum (or such greater amount as the Board may in its
discretion from time to time decide or award) to contribute towards the
capital cost of a motor vehicle, such allowance to be paid monthly at the
same time as salary.
6 EXPENSES AND COMMUNICATIONS
6.1 The Company shall by way of reimbursement pay or procure to be paid to the
Director all reasonable travelling, hotel, entertainment and other expenses
(including payment of business mileage at the Company's rate applying from
time to time) properly incurred by him in or about the performance of his
duties under this Agreement provided that the Director supplies such
evidence as to such expenses as the Board may reasonably require.
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6.2 The Company shall provide the Director with a telephone and facsimile in
his private residence and also a mobile telephone and shall pay all rental
and call charges properly incurred in respect thereof provided always that
the Director if required by the Company provides evidence reasonably
satisfactory to the Chairman of the rental and call charges incurred.
7 LIFE ASSURANCE
The Company shall during the term of this Agreement provide the Director
with life assurance cover which in the event of the Director's death while
employed under this Agreement shall pay to the Director's chosen dependants
a sum equal to four times his basic annual salary, subject to any limits,
terms and conditions imposed by statute or the relevant insurance company
including the requirement for a medical examination.
8 MEDICAL EXPENSES INSURANCE AND PHI
8.1 The Company shall during the term of this Agreement cover the cost of
membership for the Director and the Director's spouse and dependants of an
appropriate private patients medical plan with "BUPA" or such other
reputable medical expenses insurance scheme as the Company shall decide
from time to time, subject to the rules of the scheme and the approval of
his application for membership by the relevant insurer.
8.2 The Company shall effect permanent health insurance ("PHI") for the
benefit of the Director upon such terms as shall provide for the payment to
the Director throughout the p0period of his ill-health or disability with
the exception of the first 26 executive weeks thereof of sums at a rate per
annum equal to 75 per cent. of pensionable salary on the date such absence
commences less the amount of a single person's state sickness benefits.
9 HOLIDAYS
9.1 The Director shall be entitled to not less than 30 days' paid holiday in
each holiday year to be taken at a time or times agreed with the Board in
addition to any usual statutory, bank or other public holidays observed by
the Company, or if so required by the Company, on other days in lieu of
them. The "holiday year" of the Company shall be 1st January to 31st
December.
9.2 Holiday entitlement shall accrue on a monthly basis throughout the whole
holiday year. Any holiday entitlement in excess of 5 days not taken by 1st
January in the next holiday year will be lost. Any holiday entitlement (up
to a maximum of 5 days carried into the next following holiday year must be
taken in full by 31st March of that year and if not will be lost.
9.3 On the termination of the Director's employment under this Agreement
whenever and however it may occur the Director shall be entitled to be paid
in lieu of any holiday entitlement outstanding or as the case may be shall
be obliged to repay to the Company salary in respect of any holiday taken
in excess of his actual entitlement in each case on a proportional basis.
9.4 The Company may require the Director to take all or part of any
outstanding holiday entitlement during a period of notice to terminate the
employment under this Agreement.
10 SICKNESS INJURY AND ABSENCE
10.1 If the Director shall be prevented by sickness, injury or other cause
from performing his duties under this Agreement he shall notify the Company
as soon as possible and if this incapacity continues for seven (7) or more
consecutive days he shall submit a medical practitioner's certificate to
the Company on the eighth day and weekly thereafter.
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10.2 Subject to the other provisions of this Clause, the Director shall if
incapacitated by sickness or injury from performing his duties to his full
remuneration and benefits during a period of such incapacity not exceeding
26 weeks in any period of 12 months provided that the remuneration so paid
to the Director shall be taken to include such statutory sick pay ("SSP")
if any as he is entitled to and that the Company shall be entitled to
deduct from such remuneration any social security, national insurance or
other benefit apart from SSP to which the Director is entitled whether such
benefit is in fact claimed by the Director or not. For the purposes of SSP
entitlement, the Director could qualify for payment on each day from Monday
to Friday inclusive.
10.3 If the Director is incapacitated by reason of the actionable act or
default of a third party in respect of which damages are or may be
recoverable then the Director shall promptly notify the Board and shall
keep the Board fully informed of the progress of any claim or action in
respect of such act or default. Remuneration and benefits received by the
Director during any consequent period of incapacity shall be by way of loan
by the Company and the Director shall be obliged if so required by the
Board to repay to the Company the amount of such remuneration and the value
of such benefits up to a maximum amount equal to any damages or
compensation received by the Director from the third or any relevant
insurer or indemnifier under any judgment compromise or settlement after
the deduction of the legal costs of the Director of such claim or action.
10.4 As soon as practicable following the Director's return to work after any
period of absence of seven days or less which or any part of which has not
been authorised by the Company the Director shall if so required by the
Board complete the Company's form of self-certification for SSP purposes.
11 CONFIDENTIAL INFORMATION
11.1 In this Agreement "CONFIDENTIAL INFORMATION" means all information
relating to the business, finances, transactions, affairs, products,
services, processes, equipment or activities of the Company and any other
Group Company which is designated by the Company and any other Group
Company as confidential and all information relating to such matters which
comes to the knowledge of the Director in the course of the employment
under this Agreement and which by reason of its character and/or the manner
of its coming to his knowledge is evidently confidential provided that
information shall not be or shall cease to be Confidential Information if
and to the extent that it comes to be in the public domain otherwise than
as a result of the unauthorised act or default of the Director.
11.2 The Director shall not during his employment under this Agreement, or at
any time after, use or exploit except for the benefit of the Company or
disclose to any third party any Confidential Information except:--
11.2.1 during his employment under this Agreement in the performance of his
duties; or
11.2.2 with the express written consent of the Board; or
11.2.3 in compliance with an order of a competent court.
11.3 The Director shall during his employment under this Agreement use
reasonable endeavors to prevent the unauthorised use or disclosure of any
Confidential Information by any other officer, employee or agent of the
Company and shall be under an obligation to report to the Board any such
unauthorised use or disclosure of any Confidential Information which comes
to his knowledge.
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12 OTHER BUSINESS INTERESTS
The Director shall not during the period of his employment under this
Agreement and for a period of 12 months after ceasing to be employed under
this Agreement, without the written consent of the Board be directly or
indirectly engaged, concerned or interested whether as director, officer,
employee, agent, shareholder, partner, proprietor or otherwise in any
business any of the activities of which is in competition with any of the
activities of the Company or any Group Company proved that nothing in this
Clause shall preclude the Director from holding or being otherwise
interested in shares or securities of any company quoted on ay recognised
investment exchange so long as the interest of the Director in such shares
or other securities does not extend to more than five (5) per cent. of any
class of shares or other securities in the relevant company and provided
that the Director shall make full and accurate disclosure to the Board upon
request of all shares and securities which he holds or in which he is
beneficially interested.
13 COPYRIGHT INVENTIONS AND DESIGN RIGHT
13.1 It shall be a duty of the Director during his employment under this
Agreement to consider and keep under review the ways if any in which the
products, services, processes, equipment, systems and activities of the
Company might be improved and/or enhanced.
13.2 If during his employment hereunder the Director alone or with others
makes or discovers any Invention he shall promptly disclose it to the Board
giving full particulars of it including all necessary drawings models and
specifications.
13.3 The Director agrees and acknowledges that because of the nature of his
duties and the responsibilities arising from them he has a special
obligation to further the interests of the Company so that all Inventions
made by the Director in the performance of his duties or as a result of any
special project for the Company outside the scope of his normal duties and
all rights in such Inventions shall belong to the Company.
13.4 The Director shall promptly disclose to the Board any Copyright Work
and/or Design Right Work made by him during his employment hereunder and
hereby acknowledges that by virtue of his employment the copyright and/or
design right in any such Work vests automatically and forthwith in the
Company. If the Company shall elect to name the Director as the author of
any such Copyright Work and/or Design Right Work then the Director hereby
waives all and any moral rights in such Work and without prejudice to the
generality of the above the right to object to derogatory treatment of the
Work and the Company may in its absolute discretion make all such additions
and alterations to the deletions from and adaptations of such Copyright
Work and Design Right Work as it shall think fit.
13.5 The Director shall at the cost of the Company on demand execute all such
documents and do all such other acts as the Company require to enable the
Company or its nominee to obtain the full benefit of any Invention,
Copyright Work and Design Right Work to which the Company is entitled and
all rights therein and to secure such patent, utility model, copyright or
design registration or similar protection in any part of the world as the
Company may consider appropriate.
13.6 The Director hereby irrevocably appoints the Company to be his attorney
in his name and on his behalf to execute all such documents and do all such
acts as may be necessary or desirable to give effect to this clause.
13.7 If the Director shall during his employment hereunder make or discover
any Invention or make, originate, conceive or write any Copyright Work or
Design Right Work in which despite the previous provisions of this Clause
any intellectual property rights belong to the Director not the
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Company then the Director shall if so required by the Board negotiate in
good faith with the Company for the assignment or licensing to the Company
or its nominee of such rights upon such terms as shall fairly represent the
market value of such rights and shall be agreed between the parties or in
default of agreement determined by a Member of the Chartered Institute of
Patent Agents who shall be nominated in default of agreement by the
President of that Institute for the time being and who shall act as an
expert not an arbitrator and whose decision shall save for fraud or error
manifest on the face of it be binding upon the parties.
13.8 The Company shall not be under any obligation to take any step to
register any patent or other right in respect of or to develop or exploit
any Invention of Copyright or Design Right Work made discovered originated
conceived or written by the Director.
13.9 Nothing in this Clause shall be taken to limit or derogate from the
obligations of the Director under Clause 11 above.
14 AUTOMATIC TERMINATION
The employment of the Director under this Agreement shall terminate
automatically in the event of his ceasing to be a director of the Company
and in that event the Director shall have no claim for damages against the
Company unless he shall so cease:-
14.1 by reason of his not being re-elected as a director of the Company at the
annual general meeting of the Company held next after the commencement of
his employment; or
14.2 by reason of his not being re-elected as a director of the Company at any
annual general meeting of the Company at which he is to retire by rotation;
or
14.3 by virtue of a resolution passed by the members of the Company in general
meeting to remove him as a director; or
14.4 by virtue of his removal from his office as a director by notice in
writing signed by all his co-directors served in accordance with the
Company's Articles of Association; or
14.5 in circumstances where he is either wrongfully or constructively
dismissed by the Company,
and at the time of such failure to re-elect or of such removal the Company
is not otherwise entitled to determine his employment under this Agreement.
15 SUMMARY TERMINATION
The employment of the Director under this Agreement may be terminated by
the Company immediately without notice if:-
15.1 the Director is or becomes incapacitated under this Agreement for one
hundred and eighty (180) working days in aggregate in any period of twelve
(12) months;
15.2 the Director shall be or become of unsound mind or be or become a patient
under the Mental Health Xxx 0000 or for any purpose of any statute relating
to mental health; or
15.3 the Director shall enter into any composition or arrangement with or for
the benefit of his creditors including a voluntary arrangement under the
Insolvency Xxx 0000; or
15.4 the Director shall be made the subject of a bankruptcy order or
administration order or shall apply for an interim receiving order under
the Xxxxxxx 000 Xxxxxxxxxx Xxx 0000; or
15.5 the Director shall commit any act of dishonesty whether relating to the
Company, any Group Company, any employee of the Company or any Group
Company or otherwise; or
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15.6 the Director is guilty of any gross misconduct or commits any serious or
persistent breach of any of his obligations to the Company or any Group
Company whether under this Agreement or otherwise or refuses or neglects to
comply with any lawful orders or directions given to him by the Company
consistent with the terms of this Agreement; or
15.7 the Director is guilty of any conduct tending to bring himself, the
Company or any Group Company into serious disrepute; or
15.8 the Director is prohibited or disqualified from holding the office which
he holds in the Company or any Group Company in which he is concerned or
interested or if he resigns from any such office without the prior written
consent of the Company or any Group Company of which he has been appointed
a director; or
15.9 the Director is convicted of any criminal offence for which a custodial
sentence may be imposed (other than an offence under the Road Traffic
legislation in the United Kingdom or elsewhere for which a fine or
non-custodial penalty is imposed); or
15.10 the Director shall come to be addicted to or habitually under the
influence of any drug (not being a drug prescribed for him by a medical
doctor for the treatment of a condition other than drug addiction) the
possession of which is controlled by laws; or
15.11 the Director is convicted of any offence regarding insider dealing under
the Criminal Justice Xxx 0000 or under any other present or future
statutory enactment or regulation relating to insider dealing.
16 TERMINATION
16.1 Upon the termination of the Director's employment under this Agreement
for whatever reason whether under Clause 14 or Clause 15.
16.1.1 the Director shall at the request of the Company forthwith resign
from any and all offices whether as director or otherwise which he holds
in the Company and in any Group Company without prejudice to any other
rights accruing to either party hereto and the Director hereby
irrevocably authorises the Company to appoint a person in his name and
on his behalf to execute all documents including any resignations and to
do all such other acts as are necessary to give effect to this
provision;
16.1.2 the Director shall deliver to the Company forthwith all books,
documents, records, statistics, accounts and other materials or data
which is the property of the Company or any Group Company including all
copies in whatever form and all keys and other property of the Company
or any Group Company then in his possession; and
16.1.3 the termination shall not affect those terms of this Agreement which
are expressed to have effect thereafter and shall be without prejudice
to any accrued rights or remedies of the parties.
16.2 The Company reserves the right to make a payment in lieu of any period of
notice to terminate the employment of the Director under this Agreement and
to deduct sums equivalent to tax and national insurance payable on any such
payment.
16.3 The Director shall not at any time make any untrue statement in relation
to the Company or any Group Company, and in particular shall not in the
event of termination of his employment under this Agreement wrongfully
represent himself as being employed or connected with the Company or any
Group Company.
16.4 If shall be a fundamental term of this Agreement that the Director shall
comply at all times with the "Model Code on Directors Dealings in
Securities" as set out in Chapter 16 of the Listing
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Rules of the London Stock Exchange issued from time to time (the "MODEL
CODE") and it shall be the responsibility of the Director to make himself
aware of the provisions of the Model Code and the parties agree that any
breach by the Director of the Model Code shall at the election of the Board
be gross misconduct of the purposes of Clause 15.6. If the Director or any
other person shall effect any transaction which in the reasonable judgement
of the Board constitutes a breach on the part of the Director of the Model
Code then without prejudice to its rights under Clause 16.1 of this
Agreement the Board may by notice in writing to the Director require him
within a time stipulated in the notice to reverse the transaction and
account to a registered charity nominated in the notice by the Board for
any profit made by the Director or any other person upon the transaction
but the Company shall not be liable to indemnify the Director or any other
person for any loss made upon such transaction.
17 COVENANTS BY THE DIRECTOR
17.1 The Director covenants with the Company that a period of 12 months after
the termination of his employment with the Company without the prior
written consent of the Board he will not on his own behalf or by an agent
or on behalf of any person, firm or company directly or indirectly;-
17.1.1 canvass, solicit, deal with or entice away or attempt to canvass,
solicit, deal with or entice away any of the business of (a) any
customer of the Company or any Group Company whether a person, firm,
company, association or government body with whom and in relation to
which business the Director shall have had dealings in the course of his
employment at any time in the period of 12 months preceding the date of
termination of his employment and/or (b) any prospective customer of the
Company or any Group Company with whom the Director shall have been
directly and indirectly involved at any time in the period of 12 months
preceding the date of termination of his employment in seeking to obtain
business for the Company or any Group Company from any such potential
customer; and
17.1.2 endeavour to entice away any person who was at the date of such
termination employed or engaged by the Company or any Group Company in a
senior capacity and with whom the Director had dealings during the
course of his employment
provided that nothing in this Clause shall prohibit the seeking or
procuring of orders or the doing of business not relating or not similar to
the business of the Company or any Group Company.
17.2 If any covenant contained in this Clause 17 or Clause 12 shall be held
invalid or unenforceable or void but would not be so held if some part of
it were deleted, modified or varied then such provision shall apply with
such deletion, modification or variation as may be necessary to make it
valid and effective.
18 RECONSTRUCTION OR AMALGAMATION
If the employment of the Director under this Agreement is terminated by
reason of the liquidation of the Company for the purpose of reconstruction
or amalgamation or other reconstructions of the Company not involving a
liquidation and the Director is offered employment with any company,
concern or undertaking resulting from the reconstruction or amalgamation on
terms and conditions not less favourable than the terms of this Agreement
then the Director shall be obliged to accept such offer and shall have no
claim against the Company in respect of the termination of his employment
under this Agreement.
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19 NOTICES
19.1 Any notice required or permitted to be given under this Agreement shall
be given in writing, delivered personally or sent by first class pre-paid
recorded delivery post (air mail if overseas) or by facsimile to the party
(provided the original is put in the post on the same day) due to receive
such notice at, in the case of the Company, its registered office from time
to time and, in the case of the Director his address as set out in this
Agreement (or such address as he may have notified to the Company in
accordance with this Clause).
19.2 Any notice delivered personally shall be deemed to be received when
delivered to the relevant address as provided in Clause 19.1 and any notice
sent by pre-paid recorded delivery post shall be deemed (in the absence of
evidence of earlier receipt) to be received 2 days after posting (6 days if
sent by air mail) and in proving the time of despatch it shall be
sufficient to show that the envelope containing such notice was properly
addressed, stamped or franked and posted. A notice sent by facsimile shall
be deemed to have been received on receipt by the sender of a confirmatory
facsimile transmission report (provided the original was put in the post on
the same day).
20 STATUTORY AND OTHER INFORMATION
Schedule 1 to this Agreement sets out information required to be given to
the Director by the Employment Protection (Consolidation) Xxx 0000 so far
as such terms are not set out in the body of this Agreement.
21 MISCELLANEOUS
21.1 This Agreement is governed by and shall be construed in accordance with
the laws of England.
21.2 The parties to this Agreement submit to the exclusive jurisdiction of the
English courts regarding any dispute or claim arising under this Agreement.
21.3 No amendment to this Agreement shall be effective unless in writing and
signed by the Director and by or on behalf of the Company (other than by
the Director).
21.4 No waiver of any provision of this Agreement shall be effective unless
made in writing and signed by the Director and by or on behalf of the
Company (other than by the Director).
22 PREVIOUS AGREEMENTS
As from the date of this Agreement all previous agreements between the
Company or any Group Company and the Director relating to the employment of
the Director, shall be deemed to have been terminated and shall cease to
have effect but without prejudice to any accrued right of the parties up to
the date of termination.
IN WITNESS WHEREOF this Agreement has been duly executed as a deed by the
parities and is intended to be and is hereby delivered on the date first above
written.
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SCHEDULE 1
(STATUTORY INFORMATION)
1. CONTINUOUS EMPLOYMENT: A period of employment with the Company's
subsidiary, Peptide Therapeutics Limited, does count as part of the
Director's continuous period of employment with this Company. Such period
commenced on 12th March 1995.
2. HOURS OF WORK: The Director's normal hours of work are seven and a half
(7.5) hours per day Monday to Friday inclusive, with a one hour break,
between the hours of 09.00 and 17.30, and such further hours as are
reasonably necessary for the performance of his duties.
3. PENSIONS: No contracting-out certificate is in force in respect of the
Director's employment under this Agreement.
4. DISCIPLINARY PROCEDURE: The Director shall be expected to exhibit a high
standard of propriety in all his dealings with and in the name of the
Company and any Group Company. Any disciplinary procedures undertaken by
the Company shall at all times be carried out in a fair and reasonable
manner. The Director shall be informed of any complaint against him, and
the Director shall be given an opportunity to state his side of the case to
the Board. The Director shall have the option of having a representative
with him.
5. GRIEVANCE PROCEDURE: Subject to the Company's general policy concerning
grievance procedures from time to time in force, any grievance should first
be raised with the Chairman of the Board, however if the grievance concerns
the Chairman, the matter should be raised with another Board member. In
order to avoid misunderstandings all grievances should be recorded in
writing. If the matter cannot be resolved then the grievance should be
taken to the Board for resolution, with the decision of the Board being
final.
6. COLLECTIVE AGREEMENTS: There are no collective agreements which directly
affect the terms and conditions of the employment of the Director.
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SCHEDULE 2
(DIRECTOR'S DUTIES)
To act as Chief Executive of the Company;
To represent the Company to customers, suppliers, shareholders and generally;
To co-ordinate all activities of the Group;
To report to the Board on all issues; and
To undertake such other duties as may be reasonably required from time to time.
EXECUTED (BUT NOT DELIVERED UNTIL THE DATE )
HEREOF) AS A DEED BY PEPTIDE THERAPEUTICS )
GROUP PLC )
)
/s/ X.X. XXXXXXX Signature of Director
-------------------------------------------- Name of Director
X.X. Xxxxxxx
/s/ XXXXXXXX XXXXX Signature of Secretary
-------------------------------------------- Name of Secretary
Xxxxxxxx Xxxxx
SIGNED (BUT NOT DELIVERED UNTIL THE DATE )
HEREOF) AS A DEED BY DR. XXXX XXXXX IN THE )
PRESENCE OF:-- ) /s/ Xxxx Xxxxx
)
/s/ Xxxxxx Xxxx SIGNATURE OF WITNESS
XXXXXX XXXX NAME OF WITNESS
000 XXXXXXX XXXX ADDRESS OF WITNESS
ROYSTON
HERTS
S98-9BL
SECRETARY OCCUPATION OF WITNESS
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