1
EXHIBIT 10.12
DATED 31ST MARCH 1993
(1) INNOVEX HOLDINGS LIMITED
-and-
(2) XXXX XXXXX
___________________________
SERVICE AGREEMENT
___________________________
XXXXXX XXXXXX
0 Xxxxxxx Xxxxxx
Xxxxxx XX0X 0XX
2
THIS AGREEMENT is made the 31st day of March 1993
BETWEEN:
(1) INNOVEX HOLDINGS LIMITED ("the Company") registered in England under
number 1413055 whose registered office is at Innovex House, Xxxxxxx
Xxxx, Xxxxxx-xx-Xxxxxx, Xxxx XX0 0XX; and
(2) XXXX XXXXX of 9 Xxxxxx Gardens, Purley on Xxxxxx, Xxxxxxxxx XX0 0XX
("the Executive").
IT IS HEREBY AGREED as follows:
1. INTERPRETATION
1.1 In this Agreement the following words and expressions shall have the
following meanings:
"Associated Company": In relation to the Company, another company
which is a subsidiary of, or a holding company of, or another
subsidiary of a holding company of, the Company;
"the Board": the Board of Directors from time to time of the Company
including any committee of the Board duly appointed by it;
"the Bonus Incentive Scheme": the bonus scheme for executives operated
by the Company from time to time;
"the Business": the carrying on of the business of the provision of
advice and services connected with the provision of contract hire human
resources and clinical research to serve the pharmaceutical industry;
"Industrial Property": includes inventions, designs, processes,
formulae, notations, improvements, know-how, goodwill, reputation,
moulds, get-up, logos, devices, plans, models, literary, dramatic,
musical and artistic works as defined by the Copyright Designs and
Patents Xxx 0000;
-1-
3
"Industrial Property Rights": includes patents, designs, trademarks,
trade names, goodwill, copyrights, and all other forms of industrial or
intellectual property (in each case in any part of the world and
whether or not registered or registrable and to the fullest extent
thereof and for the full period thereof and all extensions and renewals
thereof) and all applications for registration thereof, and all rights
and interests thereto and therein;
"the Pension Scheme": the Innovex Holdings Limited Pension and Life
Assurance Scheme;
"production": (and consonant expressions) used in relation to
Industrial Property includes the invention, creation, discovery, design,
research, development and manufacture thereof;
"relevant Industrial Property": all Industrial Property produced
invented or discovered by the Executive either alone or with any other
person at any time now or hereafter during the continuance in force of
this Agreement (whether or not in the course of his employment
hereunder) which is Industrial Property of the kind produced at any
such time by the Company or any Associated Company, or relates directly
or indirectly to the business of the Company or any Associated Company
or which may in the opinion of the Company be capable of being used or
adapted for use therein or in connection therewith;
"the Restricted Territories": the United Kingdom, the Channel Islands,
the Isle of Man, the Republic of Ireland, the Federal Republic of
Germany and the United State of America;
"subsidiary" and "holding company": the meanings respectively ascribed
thereto by Section 736 of the Companies Xxx 0000;
"the 1978 Act": the Employment Protection (Consolidation) Xxx 0000.
1.2 References in this Agreement to statutes shall include any statute
modifying, re-enacting, extending or made pursuant to the same or which
is modified, re-enacted, or extended by the same.
-2-
4
1.3 Headings are for ease of reference only and shall not be taken into
account in the construction of this Agreement.
2. APPOINTMENT
The Company hereby engages the Executive and the Executive hereby
agrees to serve the Company as Group Finance Director upon the terms and
conditions hereinafter appearing.
3. TERM
3.1 The Executive's employment hereunder shall be deemed to have commenced
on the date hereof and shall continue (subject to earlier termination as
provided for herein) for an initial term of three years expiring on
31st day of March 1996 and thereafter until terminated by either party
giving to the other twelve months' prior notice such notice to expire
at or at any time after 31st March 1996.
3.2 The Company shall be entitled to pay salary in lieu of notice.
3.3 The Executive's previous employment with Innovex Limited from 30th
November 1992 to date shall count as part of the Executive's continuous
period of employment with the Company for the purposes of the 1978 Act.
3.4 In the event that the Company gives notice to terminate the employment
of the Executive under this Agreement the Executive agrees:-
(a) that for a period not exceeding the period of such notice the Board
may in its absolute discretion require the Executive to perform
only such duties as it may allocate to him or not to perform any of
his duties under this Agreement and/or to exclude him from any
premises of the Company or of any Associated Company (without
providing any reason therefor); and
(b) that such action taken on the part of the Company shall not
constitute a breach of this Agreement of any kind whatsoever
-3-
5
in respect of which the Executive has any claim against the
Company;
PROVIDED ALWAYS that throughout the period of any such action the
Executive's salary and all other contractual benefits shall continue to
be paid and provided to him unless and until his employment shall be
terminated.
4. POWERS, DUTIES AND WORKING HOURS
4.1 During the continuance of his employment hereunder the Executive
shall:-
(a) unless prevented by ill health or accident devote all of his time
and all his attention and abilities during normal business hours to
carrying out his duties hereunder;
(b) carry out his duties in a proper and efficient manner and use his
best endeavours to promote and maintain the interests and
reputation of the Company and of its Associated Companies;
(c) exercise such powers and perform such duties in relation to the
business of the Company and/or of its Associated Companies as may
from time to time be vested in or assigned to him by the Board;
such powers and duties may from time to time fall outside the
normal ambit of the Executive's position but will not be duties
inappropriate to the Executive's status;
(d) comply with all reasonable directions from time to time given to
him by the Board and with all rules and regulations from time to
time laid down by the Company concerning its employees which are
consistent with this Agreement;
(e) work at such location in the United Kingdom as the Company shall
require from time to time and, if the Company shall so require for
this purpose, and subject to the Company's bearing the Executive's
reasonable moving expenses in accordance with
-4-
6
its then current policy for the relocation of executives shall move
to and reside at such location; and
(f) travel to such places (whether within or outside the United
Kingdom) in such manner and on such occasions as the Company may
from time to time reasonably require.
4.2 The Executive's normal working hours shall be such hours as are
reasonably necessary for the proper performance of the Executive's
duties.
5. REPORTING
The Executive shall report to the Board and shall at all times keep the
Board informed of his conduct of the affairs of the Company and its
Associated Companies.
6. REMUNERATION
6.1 During the continuance of his employment hereunder the Executive shall
be paid a salary at the initial rate of L.60,000 per annum which shall
be reviewed annually on or with effect from 1st April each year but
without commitment to increase (the first such review to be made on or
to take effect from 1st April 1993) and such salary shall accrue from
day to day and be paid by equal monthly installments in arrears on the
last day of each month or if that is not a business day the immediately
preceding business day.
6.2 The Executive shall be paid a Director's fee of L.250 in respect of
each Board Meeting of the Company which he shall attend.
6.3 Save as provided in clause 6.2, notwithstanding anything to the
contrary in the Articles of Association of the Company or of any
Associated Company the Executive shall not be entitled to any
remuneration as an officer or employee of the Company or of any
Associated Company in addition to that specified in this Agreement.
-5-
7
7. EXPENSES
The Company shall reimburse to the Executive all reasonable travelling,
hotel, entertainment and other out-of-pocket expenses properly incurred
by him in the proper performance of his duties subject to production if
required of receipts and vouchers.
8. COMPANY CAR
8.1 The Company shall provide the Executive with a motor car commensurate
with the Executive's position for the purpose of performing his duties
hereunder and the Company shall bear the cost of all petrol and oil,
both business and private mileage, and all other expenses reasonably
and properly incurred by him in the use of such motor car.
8.2 The Executive shall take good care of the vehicle and procure that the
provisions and conditions of any policy of insurance relating thereto
are observed in all respects, and shall comply with all regulations of
the Company relating to company cars.
8.3 Upon the determination (howsoever arising) of his employment hereunder
the Executive shall forthwith return the vehicle, its keys and all
documents relating to it to the Company at its principal place of
business or as otherwise directed by the Company.
9. PENSION, ETC. BENEFITS
9.1 During the continuance of his employment hereunder the Executive shall
be entitled to become a member of the Pension Scheme (in relation to
which there is not a contracting out certificate in force) subject to
the rules and regulations of the Pension Scheme from time to time. The
Company will at the Executive's option make contributions to a personal
pension plan equal to those which it would pay in respect of the
Executive to the Pension Scheme.
9.2 During the continuance of his employment hereunder the Executive shall
be entitled to participate at the Company's expense in the Company's:-
-6-
8
(a) life assurance scheme with Zurich Life;
(b) private medical scheme with BUPA; and
(c) permanent health scheme with Unum;
subject to the rules of the schemes from time to time.
9.3 During the continuance of his employment hereunder the Executive shall
be entitled to participate in:-
(a) the Company's Bonus Incentive Scheme; and
(b) the Innovex Limited profit related pay scheme;
subject to the rules of such schemes as from time to time amended.
9.4 The Executive will be invited to participate in the share option scheme
proposed to be adopted by the Company.
10. HOLIDAYS
10.1 In addition to bank and other public holidays the Executive shall be
entitled in every calendar year to 25 working days' paid holiday,
22 days to be taken at such time or times as may be approved by the
Board and 3 days to be taken at such time as shall be designated by the
Board PROVIDED THAT to the extent that any holiday entitlement is not
taken in any calendar year the same shall be lost.
10.2 Holiday entitlement shall be deemed to accrue at the rate of 2 days per
month and on the determination of his employment hereunder the
Executive shall be entitled to pay in lieu of outstanding holiday
entitlement and shall be required to repay to the Company pay for
holiday taken in excess of his actual entitlement and for the purposes
of this Clause the basis for payment shall be 1/261 annual salary for
each day's holiday entitlement.
-7-
9
11. INCAPACITY
11.1 If the Executive is absent from work due to illness or accident he
shall notify the Company Secretary as soon as possible and if this
incapacity continues for seven or more consecutive days or for more
than fourteen working days in any year he shall submit a doctor's
certificate to the Company.
11.2 If the Executive is absent from work due to illness or accident duly
notified and certified in accordance with Clause 11.1 the Company shall
pay the Executive his full remuneration (including bonus/commission)
for up to an aggregate of 130 working days absence in any period of
twelve months and thereafter such remuneration (if any) as the Board
shall in its discretion approve.
11.3 The remuneration paid under Clause 11.2 shall include any Statutory
Sick Pay payable and when this is exhausted shall be reduced by the
amount of any Social Security Sickness Benefit or other benefits
recoverable by the Executive (whether or not recovered).
11.4 The Company may at its expense at any time whether or not the Executive
is then incapacitated require the Executive to submit to such medical
examinations and tests by doctor(s) nominated by the Company and the
Executive hereby authorizes such doctor(s) to disclose to and discuss
with the Company and its medical adviser(s) the results of such
examinations and tests.
12. SECRECY
The Executive shall during the continuance of his employment hereunder
and at all times thereafter keep with inviolable secrecy and shall not
reveal, disclose or publish to any person other than the Board or
persons nominated by them or otherwise utilise other than for the
proper performance of his duties any information of a confidential or
secret nature (including without limitation trade secrets, know-how,
inventions, designs, processes, formulae, notations, improvements,
financial information and lists of customers) concerning the affairs or
business or products of the
-8-
10
Company or of any Associated Company or of any of their predecessors in
business or of their suppliers, agents, distributors or customers of
which he may now know or have learned or which he may hereafter know or
learn while in the Company's employment, and shall not use for his own
purposes or for any purposes other than those of the Company or of any
Associated Company any such confidential information.
13. INTELLECTUAL PROPERTY
13.1 All relevant Industrial Property and all Industrial Property Rights
therein shall to the fullest extent permitted by law belong to, vest in
and be the absolute, sole and unencumbered property of the Company or
an Associated Company.
13.2 The Executive hereby:-
(a) acknowledges for the purposes of Section 39, Patents Xxx 0000 that
because of the nature of his duties and the particular
responsibilities arising from the nature of his duties he has and
at all times during his employment will have a special obligation
to further the interests of the undertakings of the Company and of
any Associated Company;
(b) undertakes to notify and disclose to the Company in writing full
details of all relevant Industrial Property forthwith upon the
production of the same, and promptly whenever requested by the
Company and in any event upon the determination of his employment
with the company deliver up to the Company all correspondence and
other documents, papers and records, and all copies thereof in his
possession, custody and power relating to any relevant Industrial
Property;
(c) undertakes to hold upon trust for the benefit of the Company or any
Associated Company any relevant Industrial Property and the
Industrial Property Rights therein to the extent the same may not
be and until the same are vested absolutely in the Company or any
Associated Company;
-9-
11
(d) assigns by way of present assignment of future copyright all
copyright in all relevant Industrial Property;
(e) acknowledges that save as provided by law no further remuneration
or compensation other than that provided for herein is or may
become due to the Executive in respect of the performance of his
obligations under this Clause; and
(f) undertakes at the expense of the Company to execute all such
documents, make such applications, give such assistance and do such
acts and things as may in the opinion of the Board be necessary or
desirable to vest in and register or obtain letters patents in the
name of the Company or any Associated letters patents in the name
of the Company or any Associated Company and otherwise to protect
and maintain the relevant Industrial Property and the Industrial
Property Rights therein.
13.3 To the extent that by law any relevant Industrial Property or the
Industrial Property Rights therein do not, or are not permitted to,
vest in or belong to the Company or any Associated Company the
Executive agrees immediately upon the same coming into existence to
offer to the Company or any Associated Company in writing a right of
first refusal to acquire the same on arm's length terms to be
negotiated and agreed between the parties in good faith.
14. RESTRICTIONS DURING EMPLOYMENT
The Executive shall not during the continuance of his employment
hereunder without the prior consent in writing of the Board either
alone or jointly with or on behalf of others and whether directly or
indirectly and whether as principal, partner, agent, shareholder,
director, employee or otherwise howsoever engage in, carry on or be
interested or concerned in any business other than that of the Company
and its Associated Companies PROVIDED THAT nothing in this Clause shall
preclude the Executive from:-
(a) holding shares or other securities as a bona fide investment only
in any company where such shares or other securities are quoted or
otherwise dealt in on a recognized or designated
-10-
12
investment exchange and the Executive's aggregate holding of such
shares or securities does not constitute more than five per cent
of all the equity shares in the capital of that company or confer
the right to cast more than five per cent of all the votes
ordinarily capable of being cast at general meetings of the
shareholders of that company; or
(b) maintaining his present outside business interests and investments
as disclosed to, and approved by, the Board (such approval not to
be unreasonably withheld) and PROVIDED ALWAYS that:-
(i) such business is not at any time in competition with the Company
or any of its subsidiaries; and
(ii) the Executive's duties hereunder to the Company shall have
priority and the pursuit of such outside interests shall not
unduly interfere with the due and proper performance of such
duties.
15. GRIEVANCE AND DISCIPLINARY PROCEDURE
15.1 If the Executive wishes to seek redress of any grievance relating to
his employment he should refer such grievances to the Board for
resolution.
15.2 The Company's disciplinary procedures from time to time in force shall
apply to the Executive.
16. TERMINATION
16.1 If:-
(a) the Executive shall be or become of unsound mind or be or become a
patient for any purpose of any statute relating to mental health; or
-11-
13
(b) the Executive 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
(c) a bankruptcy petition is presented against the Executive or if
circumstances exist now or in the future under which such a
petition could be presented; or
(d) the Executive shall commit any act of dishonesty whether relating
to the Company, any Associated Company, an employee or otherwise; or
(e) the Executive is guilty of any misconduct or commits any serious
or persistent breach of any of his obligations to the Company or
any Associate Company (whether under this Agreement or otherwise)
or refuses or neglects to comply with any lawful orders or
directions given to him by the Board consistent with the terms of
this Agreement; or
(f) the Executive is guilty of any conduct tending to bring himself, the
Company or any Associated Company into disrepute; or
(g) the Executive shall be or be prohibited or disqualified from
holding the office which he holds in the Company or any Associated
Company or shall be removed from any such office or shall resign
from any such office without the prior written consent of the Board;
THEN the Company shall be entitled by notice in writing to the Executive to
determine his employment under this Agreement forthwith whereupon the Executive
shall have no claim against the Company for damages or otherwise by reason of
such determination.
-12-
14
16.2 This Agreement shall automatically terminate on the Executive's 65th
birthday.
16.3 Upon the termination of the Executive's employment for whatever reason
the Executive shall:-
(a) immediately tender his resignation from all offices he holds in the
Company and in any Associated Company without prejudice to any
other rights accruing to either party hereto: and
(b) deliver to the Company forthwith all documents, (including copies),
and all keys, credit cards, books and other property of the Company
or any Associated Company then in his possession.
16.4 After the termination of the Executive's employment hereunder he shall
not at any time thereafter represent himself as being in any way
connected with or interested in the business of or employed by the
Company or any Associated Company; or use for trade or other purposes
the name of the Company or any Associated Company or any name capable
of confusion therewith.
16.5 The termination of the Executive's employment hereunder for whatever
reason 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.
17. POST-TERMINATION OBLIGATIONS
17.1 The Executive undertakes to and covenants with the Company that,
unless he shall be wrongfully dismissed:-
(a) he will not for a period of 18 months after termination of this
Agreement in the Restricted Territories directly or indirectly
deal with or engage in business with or be in any way interested in
or connected with (in each case in relation to the Business) any
concern, undertaking, firm or body corporate which engages in or
carries on within any part of
-13-
15
the Restricted Territories the Business in competition with the
Company or any Associated Company; and
(b) he will not for a period of 2 years after the termination of this
Agreement directly or indirectly:-
(i) in competition with the Company or any Associate Company
solicit the custom of (or offer or agree to provide goods or
services of a like description to those provided by the Company
or any Associated Company to) any person firm or company which
is, or which has at any time during the period of 2 years
preceding the termination of this Agreement been a customer or
client of the Company or any Associated Company;
(ii) interfere or seek to interfere with the relations between the
Company or any Associated Company and any of its suppliers;
(iii) solicit, interfere with or endeavour to entice away from the
Company or any Associated Company any person who is an employee
or director of the Company or any Associated Company (whether
or not such person would commit a breach of the terms of his
contract of employment by leaving the service of the company
concerned) or knowingly employ, or assist in or procure the
employment by any other person firm or company of, any such
person.
17.2 Each of the obligations on the Executive contained in the above
provisions of this Clause constitutes an entirely separate and
independent restriction on the Executive notwithstanding that they may
be contained in the same sub-clause, paragraph, sentence or phrase.
17.3 If any obligation set out in Clause 17.1 or any part thereof shall be
held invalid or unenforceable or void but would not be so held if some
part of it were deleted or modified or varied then such
-14-
16
provision shall apply with such deletion, modification or variation as
may be necessary to make it valid and effective.
18. GENERAL
18.1 No failure or delay by the Company in exercising any right, power or
privilege under this Agreement shall operate as a waiver thereof nor
shall any single or partial exercise by the Company of any right, power
or privilege preclude any further exercise thereof or the exercise of
any other right, power or privilege.
18.2 The Executive hereby irrevocably and by way of security appoints the
Company and each Associated Company now or in the future existing to be
his attorney and in his name and on his behalf and as his act and deed
to sign, execute and do all acts, things and documents which he is
obliged to execute and do under the provisions of this Agreement and
the Executive hereby agrees forthwith on the request of the Company to
ratify and confirm all such acts, things and documents signed, executed
or done in pursuance of this power.
19. NOTICES
19.1 Any notice or other communication given or made under this Agreement
shall be in writing and may be delivered to the relevant party or sent
by first class prepaid post to the address of that party specified in
this Agreement or such other address in England as may be notified by
that party from time to time for this purpose, and shall be effectual
notwithstanding any change of address not so notified.
19.2 Unless the contrary shall be proved each such notice or communication
shall be deemed to have been given or made, if by first class prepaid
post, 72 hours after posting and, if by delivery, at the time of
delivery.
-15-
17
20. OTHER AGREEMENTS
This Agreement supersedes all other agreements whether written or oral
between the Company or any Associated Company and the Executive
relating to the employment of the Executive and the Executive
acknowledges and warrants to the Company that he is not entering into
this Agreement in reliance on any representation not expressly set out
herein.
21. GOVERNING LAW
This Agreement shall be governed by and construed in all respects in
accordance with English law and the parties agree to submit to the
exclusive jurisdiction of the English Courts as regards any claim or
matter arising in respect of this Agreement.
IN WITNESS whereof this Agreement has been signed for and on behalf of the
Company and duly executed as a Deed by the Executive the day and year first
above written
SIGNED by )
for and on behalf of ) /s/ Xxxxxx X. Xxxxx
INNOVEX HOLDINGS LIMITED )
in the presence of:-
/s/ A.R. Xxxxxx
EXECUTED and DELIVERED as a ) /s/ Xxxx Xxxxx
Deed by XXXX XXXXX )
in the presence of:-
/s/ A.R. Xxxxxx
