10.40
EXECUTION COPY
DATED 24TH June 1998
--------------------
(1) CHIREX (XXXXXX) LIMITED
(2) XXXX XXXXXX XXXXXX
COMPROMISE AGREEMENT PURSUANT
TO (INTER ALIA) SECTION 77(4)(AA) OF THE
SEX DISCRIMINATION XXX 0000,
SECTION (72)(4)(AA) OF THE
RACE RELATIONS XXX 0000,
SECTION 9 OF THE
DISABILITY DISCRIMINATION XXX 0000
AND SECTION 203(2)(F) OF THE
EMPLOYMENT RIGHTS XXX 0000
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COMPROMISE AGREEMENT
--------------------
THIS AGREEMENT is made on the 24th day of June 1998 BETWEEN CHIREX (DUDLEY)
LIMITED of Dudley, Cramlington, Northumberland ("the Company") and DR JOHN
XXXXXX XXXXXX ("Xx. Xxxxxx").
This Agreement relates to the termination of Xx. Xxxxxx'x employment with the
Company on 30th June 1998 ("the Termination Date") by reason of resignation.
IT IS AGREED that:-
1. The Company agrees that on the 30th June 1998 it will forthwith pay Xx.
Xxxxxx.,
1.1 all accrued salary and holiday pay of Xx. Xxxxxx up to the Termination Date
after deductions of tax and National Insurance, and
1.2 the sum of seventy thousand pounds by way of payment in lieu of notice
which sum shall be subject to and will be paid less deductions for income
tax and national insurance contributions at the appropriate rate.
1.3 the following sums as payment in lieu of the benefits described below to
which Xx Xxxxxx is entitled in terms of the Service Agreement between Xx
Xxxxxx and Crossco, (157) Limited dated 11th March 1996 ("the Service
Agreement") which Service Agreement sets out the terms agreed between the
parties which apply to Xx Xxxxxx'x employment with the Company-
1.3.1 in lieu of the Company motor vehicle registration number R273 XXX
(Xxxxxx)0,000
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1.3.2 in lieu of payment for private fuel, (Pounds)1200
1.3.3 in lieu of the mobile phone to which he would be entitled
(Pounds)500.
1.4 As compensation for loss of employment, the sum of (Pounds) ,500.
2. The Company will account for income tax and national insurance
contributions on the payments made in accordance with clauses 1.1, 1.2, and
1.3 of this Agreement, to the Inland Revenue and the Contributions Agency.
3. Xx Xxxxxx shall continue as a member of the Company's private medical
insurance scheme until 29th June 1999.
4. The Company will reimburse Xx Xxxxxx in respect of all expenses due to Xx
Xxxxxx provided that all relevant claims with supporting vouchers are
submitted in the appropriate form no later than 30th June 1998 in
accordance with the Company's normal payment procedures.
5. Xx Xxxxxx shall on the 30th June 1998 return the Company motor vehicle
registration number R273 RJR to the Company, together with all keys and any
documentation relating to it
6. Xx. Xxxxxx agrees to accept the payment of the sums stipulated in Clause 1
above in full and final settlement of all claims of whatever nature
(including, but not limited to any claims under English law and/or European
Community Law and/or US law) which he may have against the Company and/or
all companies which are for the time being either a holding company of the
Company or a subsidiary or associated company of either the Company or any
such holding company ("Group" or "Group Companies")arising out of his
Contract of Employment and/or the termination thereof whether pursuant to
statute or at common law or otherwise howsoever including but not limited
to any claims for wrongful dismissal, unfair dismissal, redundancy, breach
of contract, or under the Sex
4
Discrimination Xxx 0000, the Race Relations Xxx 0000, the Disability
Discrimination Xxx 0000 or the Employment Rights Xxx 0000 ("xxx 0000 Xxx")
7. Xx. Xxxxxx agrees that he will not disclose (whether directly or
indirectly) the details of this settlement or the circumstances relating to
the termination of his employment to any third party without the consent in
writing of the Company having first been obtained except for the purpose of
taking professional advice or in respect of any necessary disclosure to the
relevant tax authorities or any court or tribunal
8. The Company and Xx Xxxxxx undertake that they will not, whether directly or
indirectly, make, publish or otherwise communicate any disparaging or
derogatory statements, whether in writing or otherwise, concerning the
other including in the case of Xx Xxxxxx concerning the Company or any of
its Associated Companies or any of its or their officers or employees.
9. The Company consents to Xx Xxxxxx electing to retire early for the purposes
of the Company pension scheme on 30th June 1998.
10. The Company agrees that in consideration of Xx Xxxxxx entering into this
Agreement that neither it nor any Group Company will make any claim against
him arising out of his employment with the Company.
11. Xx. Xxxxxx undertakes that on the 30th June 1998 he will return to the
Company any property which is in his possession which belongs to the
Company and in particular he will return all documentation relating to the
business of the Company or any subsidiary or associated company and he will
not retain copies thereof.
12. Xx Xxxxxx agrees to remain bound by the restrictive covenants set out in
paragraphs 8 and 9 of the Service Agreement, as if the same were repeated
herein
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save that the period of restraint of two years provided for in line two of
that clause 9.2 will by agreement be reduced to one year.
13. Xx Xxxxxx shall be entitled to exercise all stock options granted to him
pursuant to the 1995 and/or 1997 ChiRex Stock Incentive Plans which have
vested as of June 30, 1998. Such exercise of vested options must occur on
or before September 30, 19. After September 30, 1998 all unexercised
vested options shall become void.
14. Xx. Xxxxxx represents and warrants that:-
(a) He has received independent legal advice from a Qualified Lawyer as to
the terms and effect of this Agreement and in particular its effect on
his ability to pursue any rights that he may have before any
Industrial Tribunal or Court. The name of the Qualified Lawyer who
has advised Xx. Xxxxxx is Xxxx Xxxxxx, solicitor, of Xxxxxx Xxxxxx &
Co of Xxxxxx Xxxxx, Xxx Xxxxxx Xxxxxx, Xxxxxxxxx upon Tyne ("the
Qualified Lawyer")
(b) Xx. Xxxxxx has been advised by the Qualified Lawyer that there is in
force and was at the time when he received the advice referred to
above a policy of insurance covering, or cover under the Solicitors
Indemnity Fund for the risk of a claim by him in respect of loss
arising in consequence of that advice.
14. A true copy of a letter dated 25th June 1998 from the Qualified Lawyer to
the Company's solicitors is attached as the First Schedule hereto.
15. The Company shall on receipt of a request from a potential employer of Xx
Xxxxxx provide a reference in the agreed form set out in the Second
Schedule and shall not depart from the terms of this reference whether
orally or in writing.
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16. The Company and Xx. Xxxxxx agree and acknowledge that the statutory
conditions regulating compromise agreements are intended to and have been
satisfied.
17. The Company will pay Xx. Xxxxxx'x solicitor's reasonable legal fees of
(Pounds)1000 (plus VAT) in connection with this Agreement within fourteen
days of receipt of the relevant invoice from Xx Xxxxxx'x solicitors, the
relevant invoice to be sent to Xxxx X Xxxxx, General Counsel, Chirex, 000
Xxxxxxxx Xxxxxx, Xxxxx 000, Xxxxxxxx, XX 00000, fax. 000.000.0000. The
parties acknowledge that the above legal fees have been exclusively
incurred in connection with the termination of Xx Xxxxxx'x employment.
SIGNED for on behalf of
CHAIREX LIMITED
by [ ]
Dated: June 24, 1998
SIGNED by XX. XXXXXX
Dated:
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The First Schedule referred to above
------------------------------------
[ ] 1998
Xxxxx Xxxxxxxxxx & Forth
0 Xxxxxx Xxxxxx
Xxxxxxxxx xxxx Xxxx
XX0 0XX
Your ref:
Our ref
Dear Sirs
RE: XX X X XXXXXX AND CHIREX LIMITED
------------------------------------
We write further to the Compromise Agreement under (inter alia) section
77(4)(aa) of the Sex Discrimination Xxx 0000, Section 72(4)(aa) of the Race
Relations Xxx 0000, Section 9 of the Disability Discrimination Act 1995 -and
section 203(2)(f) of the Employment Rights Xxx 0000 proposed between Xx Xxxxxx
and Chirex Limited ("the Proposed Compromise Agreement").
This letter is to confirm that Xx Xxxxxx has been advised [ [, [a by
solicitor in the employment] of this firm.
It is also confirmed that at the date hereof and at all times during which [ has
advised Xx Xxxxxx on the subject matter of the Proposed Compromise Agreement and
the legal effect of the same ("the Relevant Times") [he/she] is and has been a
Solicitor of the Supreme Court holding a practising certificate entitling
[him/her] to practise as such.
We further confirm that at the Relevant Times [ ] has not been acting in this
matter for Chirex Limited or any associated company or associated employer of
its. In view of what we say above, [ ] is a "qualified lawyer"and "independent"
of Chirex Limited having regard to the definitions given to those words by
section 77(4B) of the Sex Discrimination Xxx 0000, section 72(4B) of the Race
Relations Xxx 0000, section 9 of the Disability Discrimination Xxx 0000, section
203(4) of the Employment Rights Act 1996 and all and any other statutory
provisions of similar effect.
We also confirm that [ ] has given independent legal advice
to Xx Xxxxxx as to the terms and effect of the Proposed Compromise Agreement,
and, in particular, as to
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its effect on Xx Xxxxxx'x ability to exercise any rights which he has or may
have to pursue a complaint against Chirex Limited before the Industrial Tribunal
in respect of which a Conciliation Officer is authorised to act including (but
not limited to) any complaint that Chirex Limited committed an act of
discrimination against him which was unlawful by virtue of Part 11 of the Sex
Discrimination Xxx 0000 or by virtue of Part 11 of the Race Relations Xxx 0000
or by virtue of Part 11 of the Disability Discrimination Xxx 0000, that it
unfairly dismissed him in contravention of the provisions of Chapter 1 of Part X
to the Employment Rights Xxx 0000 or that it made any deduction from his wages
or received any payment from him in contravention of section 13(1) or section
15(1) of that Act.
During the Relevant Times, there has been in force a policy of insurance
covering the risk of a claim by Xx Xxxxxx in respect of loss arising in
consequence of the advice given to him by [ ]- For the avoidance
of doubt, reference to "a policy of insurance" is to a "top up" insurance policy
over and above the indemnity cover provided by or through the Solicitors
Indemnity Fund.
We confirm that this letter may be annexed to the Proposed Compromise Agreement.
Yours faithfully
9
SECOND SCHEDULE
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TO WHOM IT MAY CONCERN
CONFIDENTIAL
------------
DR. JOHN XXXXXX XXXXXX
----------------------
Xx. Xxxxxx joined ChiRex (previously Sterling Organics) in 1972 and has been in
continuous employment with us.
Xx. Xxxxxx has used his considerable skills and expertise in a variety of
management roles in the Company. Initially as a R & D chemist working up to R &
D Director (198 -199 ) and more recently in Commercial Development during 199 to
1998.
During 1995 Xx. Xxxxxx was a member of the MBO team who bought out Sterling
Organics from Sanofi and formed ChiRex, a new U.S. publicly traded company,
through a merger with the U.S. company Seprachem.
Xx. Xxxxxx has been a valuable member of our management ultimately as Vice
President of commercial development and has achieved challenging management
objectives required of him in his high-profile management roles.
Xx. Xxxxxx is proactive and has earned a high level of respect on the part of
superiors, peers and subordinates. In addition he has many contacts within the
fine chemical and pharmaceutical industry in the U.S.A. and Europe.
I feel sure he will be a valuable addition to any senior management group in the
fine chemical or pharmaceutical industry.
__________________________
XXXX X. XXXXX
CHIEF EXECUTIVE OFFICER
10
SECOND SCHEDULE
---------------
TO WHOM IT MAY CONCERN
CONFIDENTIAL
------------
DR. JOHN XXXXXX XXXXXX
----------------------
Xx. Xxxxxx joined ChiRex (previously Sterling Organics) in 1972 and has been in
continuous employment with us.
Xx. Xxxxxx has used his considerable skills and expertise in a variety of
management roles in the Company. Initially as a R & D chemist working up to R &
D Director (198 -199 ) and more recently in Commercial Development during 199 to
1998.
During 1995 Xx. Xxxxxx was a member of the MBO team who bought out Sterling
Organics from Sanofi and formed ChiRex, a new U.S. publicly traded company,
through a merger with the U.S. company Seprachem.
Xx. Xxxxxx has been a valuable member of our management ultimately as Vice
President of commercial development and has achieved challenging management
objectives required of him in his high-profile management roles.
Xx. Xxxxxx is proactive and has earned a high level of respect on the part of
superiors, peers and subordinates. In addition he has many contacts within the
fine chemical and pharmaceutical industry in the U.S.A. and Europe.
I feel sure he will be a valuable addition to any senior management group in the
fine chemical or pharmaceutical industry.
___________________________
XXXX X. XXXXX
CHIEF EXECUTIVE OFFICER
