1
Exhibit 10.22
EMPLOYMENT CONTRACT
Agreement has this day been made between Amersham Pharmacia Biotech AB
hereinafter called "the Company" and Mr. Par-Xxxx Xxxxxxxx hereinafter called
"the Employee".
SECTION 1 EMPLOYMENT AND EMPLOYEE'S OBLIGATIONS
The Company appoints the Employee Chief Financial Officer of Amersham
Pharmacia Biotech, entrusted with all powers of daily management, as
delegated by the Chief Executive Officer.
In this capacity the Employee shall perform his duties as specified by
the Chief Executive Officer.
The Employee shall devote the whole of his working time to his duties
under this agreement and may not undertake any other duties without a
written consent from the Company.
The Employee is based in Uppsala, Sweden. A relocation of headquarters
to another location is subject to a new agreement.
SECTION 2 FIRST DAY OF EMPLOYMENT
This agreement shall run from the 5th of August 1997. The employment
shall be considered to be for an indefinite period. The Employee's
employment with the Company shall be considered continuous as from 1
August 1991.
SECTION 3 REMUNERATION
3.1 Base Salary
The Employee's annual base salary shall as from 1 October 1997 be SEK
1,017,750 payable in arrears in twelve instalments per annum. With
effect from 1 January 1998, the annual base salary shall be SEK
1,053,371 and with effect from 1 January 1999 the annual base salary
shall be SEK 1,250,000.
The salary will be reviewed annually, any change will be effective
January 1. Next review will be made in 2000.
2
Any bonuses, gifts or other payments which the Company may grant or
make to the Employee from time to time, to the extent that they are
not required by law or by this agreement, shall be treated as having
been granted or made at the Company's absolute discretion and shall
not be considered a part of the Employee's contractual remuneration.
3.2 Short Term Incentives
The Employee will be entitled to a payment based upon individual
performance and performance of Amersham Pharmacia Biotech, provided
predetermined objectives are met. The maximum amount is 40 per cent of
the basic salary and associated conditions will be in line with Group
policy.
Details regarding objectives and incentives will be settled in a
separate agreement.
3.3 Long Term Incentives
The Employee will be eligible for an allocation of Nycomed Amersham
shares, provided certain predetermined objectives related to the
performance of Amersham Pharmacia Biotech are met. The Company will
pay employer's contribution on any allocation.
Objectives are set and evaluation of performance will be made at the
absolute discretion of the Company. Other associated conditions are
described in a separate document.
Shares will be purchased by the Company and held in a trust.
3.4 Share Option Scheme
The Employee will be eligible for inclusion in the share option scheme
of Nycomed Amersham. Income tax levied on any gain will be borne by
the Employee and Employer's contribution by the Company.
All conditions related to the Share Option Scheme are set and
decisions made at the Company's absolute discretion. Any change of
conditions shall not constitute breach of this agreement.
3.5 International Relocation Allowance
In the event of relocation of the headquarters of Amersham Pharmacia
Biotech within a three year period following the start of the Company,
a lump sum will be paid to the Employee, provided the Employee is
willing to relocate and is offered a similar position. In case the
Employee declines to relocate, no allowance will be paid.
2
3
In case Amersham Pharmacia Biotech decides not to relocate, the lump
sum will be paid to the Employee. Income tax levied on the payment
will be borne by the Employee and employer's contribution by the
Company.
The annual report set aside for a future lump sum payment is GBP
37,923. With effect from 1 January 1999 the amount is 27,844. The
amount is based on a possible relocation to the United Kingdom. The
amount will reviewed annually and any decision to revise it will be
at the discretion of the Company.
Should Amersham Pharmacia Biotech decide to relocate to another
location and country than the United Kingdom, the same arrangement
and similar conditions shall apply.
3.6 Company Car
The Employee is entitled to a Company car for business and private
use. Standard of car shall be in line with a Volvo S70. The Company
shall meet all expenses, except fuel for private mileage. Other
conditions related to the car will be in line with the Company car
policy as amended from time to time.
The Employee can alternatively elect to receive a car allowance in
cash, paid out per month.
SECTION 4 EXPENSES
The Company will reimburse the Employee for all reasonable business
expenses incurred by him in the course of the employment. The Employee
must provide receipts and other evidence of such business expenses.
SECTION 5 PENSION AND INSURANCE COVERAGE
The Company will annually contribute towards a pension scheme selected
and designed by the Employee, "Ordinary Retirement Scheme". Company
contribution shall be equal to 20 per cent of base pay and average
bonus over a three-year period, but in no case above the maximum
contribution deductible according to the tax rules. Earnings in
excess of 50 base amounts will not be taken into account (base
amount: SEK 36,400, 50 base amounts currently 1,820,000). Disability
coverage and survivor's benefits shall be a part of the arrangement
and be on a satisfactory level.
Retirement age is 60. The Company will in addition to the Ordinary
Retirement Scheme arrange for early retirement benefits covering the
period 60 to 65 years of age (enclosure). Subject to separate
agreement between Company and the Employee, early retirement may be
postponed and start at any other age between 60 and 65.
4
Funding of early retirement benefits will be decided at the discretion
of the Company.
Social charges on levied on contributions to pension arrangements will
be paid by the Company.
SECTION 6 HOLIDAY ENTITLEMENT
The Employee is entitled to 30 days of holiday. Entitlement shall
accrue month by month on a pro rata basis.
SECTION 7 SOCIAL SECURITY CONTRIBUTIONS AND INCOME TAXES
The Employee will pay tax and social security contributions in
accordance with Swedish regulations and the Company will withhold the
necessary deductions for this.
The Company pays Employer's Contribution according to local rules.
SECTION 8 TERMINATION OF AGREEMENT
The agreement may be terminated by either party giving to the other
six months advance notice in writing. The Company reserves the right
to remove the Employee from his position during the time of notice or
part of it. During the time of notice the Employee is entitled to the
conditions of this agreement.
Should the agreement be terminated by the Company for other reason
than material breach of agreement, the Employee shall receive in
addition to time of notice a severance pay amounting to twelve months
salary as per date the day before giving notice. The severance pay
shall, unless otherwise agreed upon, be paid every month starting the
first month after the effective date of employment. Full vesting to
date of early retirement benefits accrued to date shall apply.
Should the agreement be terminated by the Employee, entitlement to
early retirement benefits shall be forfeited.
The Company reserves the right to terminate this agreement at any time
without advance notice or severance pay in the event of material
breach of contract, including act of gross negligence or gross
misconduct by the Employee and wilful failure to perform his duties
with the Company.
Material breach of contract after the termination of employment may
result in the immediate cessation of severance pay and other benefits.
This clause together with other clauses will be reviewed in connection
with a relocation of headquarters to another location. Relocation is
subject to a new agreement.
4
5
SECTION 9 CONFIDENTIALLY
The Employee shall not at any time other than the course of his duties
without the previous consent in writing of the Company divulge or make
known to anyone any secrets or any technical, commercial, financial or
other information of a confidential nature unless such information is
already in the public domain relating to the business or customers of
the Group so as to the extent that all such information has become a
matter of public record. All papers and documents used by the Employee
in the course of his employment are and will remain the property of
the Company and will be delivered up to the Company on the termination
of the Employee's agreement with the Company or any of its
subsidiaries. This clause operates independently of the existence of
this Agreement.
SECTION 10 PATENT, SECRET PROCESSES AND IMPROVEMENTS
Any discovery or invention or secret process or improvement in
procedure made or discovered by the Employee while in the service of
the Company whether before or after the date of this Agreement in any
way affecting or relating to the business of the Company or of any
subsidiary company or capable of being used or adapted for use therein
or in connection therewith shall forthwith be disclosed to the Company
and should belong to and be the absolute property of the Company.
SECTION 11 RESTRICTIVE COVENANT
The Employee hereby agrees during his employment and twelve months
after the effective date of termination of employment not to directly
or indirectly
(i) solicit or approach any person for the purpose of offering to
supply or procure the supply of goods of services similar to those
then sold or supplied by Amersham Pharmacia Biotech where that person
was one to whom the Employee knows Amersham Pharmacia Biotech sold or
supplied goods or services.
(ii) incite or procure the breach or amendment of any contract for the
supply of goods or services, agreement or pattern of dealing to which
Amersham Pharmacia Biotech is party or by which Amersham Pharmacia
Biotech benefits.
(iii) entice or solicit, or endeavour to entice or solicit any
employee of Amersham Pharmacia Biotech to leave such employment.
(iv) entice of solicit, or endeavour to entice or solicit any contract
worker or independent contractor to terminate or not renew his/her
contract for services with Amersham Pharmacia Biotech.
(v) neither personally or by an agent directly or indirectly either on
the Employee's own account or for any other person, firm or company
carry on or be engaged or interested in any business which competes
with any business carried out at the date of termination of employment
by Amersham Pharmacia Biotech.
5
6
SECTION 12 OTHER EMPLOYMENT CONDITIONS
As regards employment conditions that are not regulated in this
contract the policies of Amersham Pharmacia Biotech AB shall apply.
SECTION 13 OTHER CLAUSE
This agreement supersedes all earlier written or oral agreements
between the Employee and Amersham Pharmacia Biotech.
The agreement constitutes the entire agreement between the parties and
it may only be changed by a written agreement between the parties,
except for areas explicitly mentioned in this agreement.
SECTION 14 JURISDICTION
This contract is construed according to and governed by Swedish law.
Any dispute about the agreement shall be submitted to a Swedish
Arbitration court if the parties cannot come to a consensus as to the
interpretation of the conditions. Cost for the arbitration proceedings
shall be defrayed by the Company provided the Employee has not unduly
instigated the arbitration procedure. In such case, the arbitrators
shall determine the distribution of arbitration cost.
SECTION 15 COUNTERPARTS
The agreement has been drawn up in duplicate of which the parties have
taken one copy each.
Signed /s/ Xxxx Xxxxxxx /s/ Per Xxxx Xxxxxxxx
--------------------------------- ----------------------------------
Xxxx Xxxxxxx Per Xxxx Xxxxxxxx
Acting CEO
Amersham Pharmacia Biotech
18 February 1999 18 February 1999
---------------- ----------------
date date
6
7
enclosure
EARLY RETIREMENT BENEFITS
1. BENEFITS
Enhanced Company benefits are:
-- early retirement pensions (retirement benefits prior to the normal
retirement age of 65), and
-- survivors' pensions
Early retirement pension amounts to 70 per cent of pensionable earnings up to a
maximum of earnings equivalent to 50 base amounts ("basbelopp", currently
SEK 36,400) will be paid from the age 60 until the age of 65. Any Disability
pension received from Social Security or Ordinary Retirement Scheme shall
reduce the Early Retirement Pension to such an extent that the total resulting
pension does not exceed 70 per cent of pensionable earnings up to 50 base
amounts.
The contributions that would have been made to the Employee's Ordinary
Retirement Arrangement had the Employee stayed in service until 65, will be
made by the Company.
Survivors' pension amount relating to early retirement benefits in the entire
accrued entitlement at the time of death, should the Employee die prior to
payment commencing. Payment will be made over a five-year period. If the
Employee dies between 60 and 65, during the period under which the early
retirement pension is being paid, the Company will continue payment under the
same terms.
Any Survivor's pension received from Social Security and/or Ordinary Retirement
Scheme shall reduce the Early Retirement Pension to such an extent that the
total resulting pension does not exceed 70 per cent of pensionable earnings up
to 50 base amounts.
2. VESTING AND ACCRUAL
Benefits are deemed to accrue uniformly over the period up to the retirement
age. Vesting Service is service in the current position.
Consequences for early retirement benefits of termination of employment are
set out in the employment agreement.
7
8
enclosure
3. INCREASE OF BENEFITS
The Company shall make an annual review of benefits in payment and accrued
benefits for the Employee and will normally increase these in line with the
increase in ITP pensions. In the event of changes to ITP arrangements
invalidating this approach, the Company shall identify a suitable alternative
comparator. Decisions on benefit increases are made at the discretion of the
Company.
Review for possible increases of accrued benefits also applies after
termination of employment, provided benefits are vested.
4. FUNDING
Decision on funding, including change of funding will be made at the discretion
of the Company.
8
