10.7
Execution Copy
EMPLOYMENT AGREEMENT
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THIS EMPLOYMENT AGREEMENT is made as of June 9, 1998, between CHIREX
INC., a Delaware corporation ("ChiRex"), its wholly owned subsidiary, CHIREX
(HOLDINGS) LTD., a U.K. company ("Holdings"; collectively ChiRex and Holdings
shall be referred to herein as the "Company"), and Xxx X. Xxxxx ("Executive").
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RECITALS
Company wishes to hire Executive as its Chief Operating Officer and
Executive wishes to accept such position. The parties hereto desire to set
forth in writing the terms of Executive's employment relationship with the
Company.
In consideration of the mutual covenants contained herein and other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. EMPLOYMENT. (a) The Company hereby agrees to hire Executive to
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render exclusive and full-time services to the Company as its Chief Operating
Officer, and to perform such other duties commensurate with such office as he
shall reasonably be directed by the Chief Executive Officer and/or Board of
Directors of the Company, for the period specified in Section 2.
(b) Executive hereby accepts such employment and agrees to render the
services described above to the best of his abilities in a diligent,
trustworthy, businesslike and efficient manner. Executive further agrees to
accept election and to serve during all or any part of the term of this
Agreement as an officer or director of the Company and of any subsidiary or
affiliate of the Company, without any compensation therefor, other than that
specified in this Agreement or as otherwise determined by the Board of Directors
of the Company or of any subsidiary or affiliate, as the case may be.
(c) The duties to be performed by Executive hereunder shall be
performed for up to the first twelve months of this Agreement primarily at the
principal office of the Company within the U.K. and after that at a designated
location chosen per Section 3(b) herein. Executive agrees that he shall also
travel and work outside the U.K. during the Employment Period as may be required
by the Company from time to time.
(d) Executive shall be invited to attend meetings of the Board of
Directors of the Company.
2. TERM OF EMPLOYMENT. The Employment Period of Executive by the
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Company shall commence no later than December 1, 1998 and end on December 31,
2001 (the "Initial Term") unless further extended or sooner terminated as
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hereinafter provided. Executive may terminate his employment at any time with
six months written notice to the Company. Commencing on December 31, 2001, and
each December 31 thereafter, the term of Executive's employment shall
automatically be extended for one additional year to, respectively, December 31,
2002, and each December 31 thereafter, unless, not later than six months prior
to the end of any renewal term, the Company shall have given notice to Executive
that it does not wish to extend this Agreement. If the Company gives Executive
notice that it does not wish to extend this Agreement during the Initial Term or
any renewal
term, Executive shall be entitled to the severance payments provided in Section
4(d) hereof. As used herein, the "Employment Period" shall refer to the Initial
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Term and any renewal term of Executive's employment with the Company. In the
event Executive cannot begin work with the Company on or before December 1,
1998, this Agreement shall immediately terminate and be void and neither party
shall have any further rights or obligations toward one another, except that the
Confidentiality Agreement dated March 19, 1998 between the parties shall
automatically be reinstated and be binding on both parties in accordance with
its terms.
3. BASE SALARY AND BENEFITS. (a) During the Employment Period,
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Executive's base salary shall be (Pounds)150,000 per annum or such higher rate
as the Board may designate from time to time (the "Base Salary"), which salary
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shall be payable in regular installments in accordance with the Company's
general payroll practices and shall be subject to customary withholding.
Executive's Base Salary shall be subject to review by the Board on an annual
basis. During the Employment Period, Executive shall be entitled to participate
in all of the Company's employee benefit programs for which senior executive
employees based in the U.K. of the Company and its subsidiaries are generally
eligible. Executive agrees that the Company may pay all or any part of
Executive's Base Salary or benefits through one or more of its overseas
affiliated companies.
(b) The Company shall reimburse Executive for all reasonable expenses
incurred by him in the course of performing his duties under this Agreement
which are consistent with the Company's policies in effect from time to time
with respect to travel, entertainment and other business expenses, subject to
the Company's requirements with respect to reporting and documentation of such
expenses. It has been agreed by the parties that Executive shall not be
required to permanently relocate during the first year of this Agreement.
During the first year of this Agreement, the Company shall pay Executive a
housing allowance of (Pounds)1000 per month for accommodations near the
Company's Dudley U.K. facility, and shall pay for two round-trip airline tickets
each month from the U.K. to Executive's home in France. When a decision is made
by the Company as to the appropriate fixed location for Executive's position,
the Company shall reimburse Executive for reasonable relocation expenses to the
chosen location. Such relocation benefit shall consist of payment by the
Company of (i) actual costs of a moving company for transport of Executive's
furnishings and personal belongings; (ii) up to two trips (airfare, hotel,
meals) of one week each to the fixed location by Executive and his family for
househunting activities; (iii) real estate broker fees; and (iv) reasonable
legal fees. In the event Executive leaves the employ of the Company within two
years of his start date, Executive shall be obligated to reimburse the Company
for all relocation costs incurred by Company.
(c) In addition to the Base Salary, Executive shall be entitled to a
bonus following the end of each fiscal year during the Employment Period, which
bonus shall be based upon the Company's operating results during such year and
upon Executive achieving defined specific goals and objectives during the
twelve months prior to review. The bonus shall be on the basis that the
Executive is entitled, subject to achievement of such goals and objectives, to a
payment of a sum equivalent to an additional 40% of his Base Salary beginning
for calendar year 1999. Executive shall receive a guaranteed bonus for 1998 of
(Pounds)30,000.
(d) Executive shall be granted, at the end of his first day of active
employment with the Company, options to purchase 75,000 shares of the Company's
Common Stock, $.01 par value at the fair market value on the date of grant under
the ChiRex
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Inc. 1997 Stock Incentive Plan (the "Plan"). 50,000 of the 75,000 options shall
vest over five years and have such usual terms as set forth in the Plan. The
remaining 25,000 options shall have a one year vesting from date of grant, but
such vesting shall be contingent upon Executive achieving certain goals which
shall be set forth in writing and appended to this Agreement within thirty (30)
days from the date of execution of this Agreement. If the aforementioned goals
are not met, the options shall terminate upon the one-year anniversary of the
grant date. In addition, Executive may be awarded, from time to time, additional
compensation (such as stock options, stock appreciation rights, performance
shares, restricted stock or unrestricted stock) pursuant to the Plan or any
additional or replacement incentive compensation program established for the key
employees of the Company. Any awards under such programs shall be at such levels
or in such amounts as the Board of Directors deems, in its sole discretion,
appropriate for the position occupied by Executive and his performance therein.
Subject to Section 4 herein, the terms, conditions and rights with respect to
any such grants will be subject to the actual provisions and conditions
applicable to such plans.
(e) Executive shall receive a motor car (together with petrol and
running cost benefits) as specified in the Company's U.K. Car Policy or, if
Executive chooses, he may receive a cash car allowance of (Pounds)6000 per annum
in lieu of the Company Car Policy benefit.
(f) Executive shall be entitled to participate in the ChiRex U.K.
Pension Plan in accordance with the terms applicable therein. For 1998, the
Company shall pay for up to (Pounds)2000 of professional advice for Executive in
the area of pension and income tax.
(g) Executive shall be entitled to benefits under the Company's U.K.
Private Health Care Scheme or to a scheme offering broadly equivalent benefits
to the Executive as the Company shall determine. In addition, the Executive
shall be entitled to an annual private medical examination at the cost of the
Company.
(h) Executive shall be entitled to a mobile phone including payment
of the cost of all charges relating to the rental or use thereof.
(i) Executive shall be entitled to 28 working days holiday (and any
public/bank holidays) in each holiday year such holidays to be taken at such
time or times as the Board shall agree. The Company's holiday year runs from 1
January. The Executive may not carry any unused part of his holiday entitlement
to a subsequent holiday year or claim pay in lieu thereof without the prior
consent of the Board. In the event Executive's employment terminates for any
reason other than cause, the Executive shall be entitled to a ratable proportion
of his annual holiday entitlement.
(j) Executive acknowledges and agrees that in the event his position
is moved to a fixed location outside the U.K., he will not be entitled to the
U.K. benefits enumerated herein and will instead receive benefits appropriate to
the location where he is assigned.
4. TERMINATION AND CHANGE OF CONTROL. (a) If Executive shall die
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during the Employment Period, this Agreement shall terminate, except that (i)
Executive's surviving spouse or, if none, his estate, shall be entitled to
receive Executive's compensation (including bonus) to the last day of the third
calendar month following the date of his death; and (ii) such termination shall
not affect any rights which Executive may have at the time of
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his death pursuant to any insurance or other death benefit, retirement, stock
option or other plans or arrangements of the Company or of any subsidiary or
affiliate of the Company, which rights shall continue to be governed by the
provisions of such plans and arrangements.
(b) At the sole discretion of the Board of Directors, Executive may
be terminated if the Executive is disabled (as defined below) and shall have
been absent from his duties with the Company on a full time basis for one
hundred and eighty (180) consecutive days, and within thirty (30) days after
written notice by the Company to do so, the Executive shall not have returned to
the performance of his duties hereunder on a full time basis. In the event of
such termination, the Company shall make to Executive the payments specified in
Section 4(d). As used herein, the term "disabled" shall (i) mean that Executive
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is unable, as a result of a medically determinable physical or mental
impairment, to perform the duties and services of his position, or (ii) have the
meaning specified in any disability insurance policy maintained by the Company,
whichever is more favorable to the Executive.
(c) The Company may, by written notice to Executive, terminate
Executive's employment hereunder for cause, which termination shall be effective
as of the date of receipt of such notice by Executive. In the event of a
termination for cause, Executive shall receive no severance benefits whatsoever.
As used herein, "cause" shall mean (i) the conviction of Executive of a felony
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or conviction of a misdemeanor if such misdemeanor involves moral turpitude; or
(ii) Executive's voluntary engagement in conduct constituting larceny,
embezzlement, conversion or any other act involving the misappropriation of
Company funds in the course of his employment; or (iii) the willful refusal to
carry out specific directions of the Board of Directors, which directions shall
be consistent with the provisions hereof; or (iv) Executive's committing any act
of gross negligence or intentional misconduct in the performance or non-
performance of his duties as an employee of the Company; or (v) any material
breach by the Executive of any material provision of this Agreement (other than
for reasons related only to the business performance of the Company or business
results achieved by the Executive). For purposes of this Section 4(c), no act
or failure to act on Executive's part shall be considered to be reason for
termination for cause if done, or omitted to be done, by Executive in good faith
and with the reasonable belief that the action or omission was in the best
interests of the Company.
(d) Executive's employment may be terminated at any time by the
Company without cause; provided, however, that in such event Executive shall be
entitled to receive (so long as he executes and delivers the Company's standard
form of release), 140% of Executive's then effective annual Base Salary. The
foregoing amount shall be payable in one lump sum payment within five (5) days
after Executive's last day of active employment. In addition, Executive shall
be entitled to continue participation in the Company's health and other welfare
benefit plans for a period of up to one (1) year or until Executive is covered
by a successor employer's benefit plans, whichever is sooner.
(e) If a "Change in Control" of the Company (as defined in Section
4(f) below) occurs, all stock options, restricted stock, deferred compensation
and similar benefits which have not yet become vested on the date of a Change in
Control shall become vested upon such event, and Executive shall be permitted to
exercise all such rights in accordance with the administrative provisions of
those plans, whether or not Executive remains employed with the Company or
terminates his employment in accordance with this subsection (e). If a Change
in Control event involves a tender offer for all or part of the Company's
shares, the vesting date for stock options and restricted stock pursuant to this
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subsection (e) shall be a date which permits Executive to participate in such
tender offer with such stock options or restricted shares.
(f) For purposes of this Agreement, a "Change in Control" of the
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Company shall be deemed to have occurred if: (i) any person (as such term is
used in Sections 13(d) and 14(d)(2) of the Securities and Exchange Act of 1934)
becomes the beneficial owner, directly or indirectly, of Company securities
representing 30% or more of the capital stock of the Company; or (ii)
individuals who constitute the Company's Board of Directors as of the date of
this Agreement (the "Incumbent Board") cease for any reason to constitute at
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least a majority thereof, provided, however, that any person becoming a director
subsequent to the date of this Agreement whose election, or nomination for
election by the Company's stockholders, was approved by a vote of at least 51%
of the directors comprising the Incumbent Board (either by a specific vote or by
approval of the proxy statement of the Company in which such person is named as
a nominee for director, without objection to such nomination) shall be, for the
purpose of this clause (ii), considered as though such person were a member of
the Incumbent Board; or (iii) the Company's shareholders approve a merger or
consolidation (where in either case the Company is not the survivor thereof) in
which shareholders of the Company cease to own at least 80% of the surviving
entity's voting power, or a sale or disposition of all or substantially all of
the Company's assets or a plan of partial or complete liquidation of the
Company.
(g) Executive's employment may be terminated by the Executive for
Good Reason. For purposes of this Agreement, "Good Reason" shall mean: (i) the
assignment to Executive of any duties inconsistent in any respect with
Executive's position (including status, offices, titles, and reporting
requirements), authority, duties or responsibilities as contemplated by Section
1(a) hereof, or any other action by the Company which results in a diminution in
such position, authority, duties or responsibilities, excluding for this purpose
an isolated, insubstantial and inadvertent action not taken in bad faith and
which is remedied by the Company promptly after receipt of notice thereof given
by Executive; (ii) any failure by the Company to comply with any of the
provisions of Section 3 hereof, other than an isolated, insubstantial and
inadvertent failure not occurring in bad faith and which is remedied by the
Company promptly after receipt of notice thereof given by Executive; (iii) the
Company's requiring Executive to be based at any office or location other than
as provided in Section 1(c) hereof; (iv) any purported termination by the
Company of Executive's employment otherwise than as expressly permitted by this
Agreement; or (v) any failure by the Company to obtain an express assumption of
this Agreement by a successor as required pursuant to Section 15 hereof. For
purposes of this Section 4(g), any good faith determination of "Good Reason"
made by Executive shall be conclusive. Upon any termination pursuant to this
subsection (g), Executive shall be entitled to the payment specified in Section
4(d) hereof and to the other rights described therein (subject to his compliance
therewith).
5. CONFIDENTIAL INFORMATION. (a) Executive acknowledges and agrees
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that the information, observations and data obtained by him while employed by
the Company and its subsidiaries concerning the business or affairs of the
Company or any other subsidiary ("Confidential Information") are the property of
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the Company or such subsidiary. Therefore, Executive agrees to keep secret and
retain in the strictest confidence all Confidential Information, including
without limitation, trade "know-how" secrets, customer lists, pricing policies,
operational methods, technical processes, formulae, inventions and research
projects and other business affairs of the Company, learned by him prior to or
after the date of this Agreement, and not to disclose them to anyone outside the
Company, either during or after
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his employment with the Company, except (i) in the course of performing his
duties hereunder; (ii) with the Company's express written consent; (iii) to the
extent that the Confidential Information becomes generally known to and
available for use by the public other than as a result of Executive's acts or
omissions; or (iv) where required to be disclosed by court order, subpoena or
other government process. If Executive shall be required to make disclosure
pursuant to the provisions of clause (iv) of the preceding sentence, Executive
promptly, but in no event more than 48 hours after learning of such subpoena,
court order or other governmental process, shall notify the Company, by personal
delivery or fax (pursuant to Section 10 hereof), and, at the Company's expense,
shall take all reasonably necessary steps requested by the Company to defend
against the enforcement of such subpoena, court order or other governmental
process and permit the Company to intervene and participate with counsel of its
own choice in any related proceeding.
(b) Executive shall deliver to the Company at the termination of his
employment, or at any other time the Company may request, all memoranda, notes,
plans, records, reports, computer tapes, printouts and software and other
documents and data (and copies thereof) relating to the Confidential
Information, Work Product (as defined below) or the business of the Company or
any subsidiary which he may then possess or have under his control.
6. INVENTIONS AND PATENTS. Executive acknowledges that all
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inventions, innovations, improvements, developments, methods, designs, analyses,
drawings, reports and all similar or related information (whether or not
patentable) which relate to the Company's or any of its subsidiaries' actual or
anticipated business, research and development or existing or future products or
services and which are conceived, developed or made by Executive while employed
by the Company or its predecessor and its subsidiaries ("Work Product") belong
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to the Company or such subsidiary. Executive shall promptly disclose such Work
Product to the Board and perform all actions reasonably requested by the Board
(whether during or after his employment) to establish and confirm such ownership
(including, without limitation, assignments, consents, powers of attorney and
other instruments).
7. NON-COMPETE, NON-SOLICITATION. (a) In further consideration of
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the compensation to be paid to Executive hereunder, Executive acknowledges that
during his employment with the Company he will become familiar with the
Company's trade secrets and with other Confidential Information concerning the
Company and its predecessors and its subsidiaries and that his services shall be
of special, unique and extraordinary value to the Company and its subsidiaries.
Therefore, Executive agrees that, during the Employment Period and for one year
thereafter (the "Noncompete Period"), he shall not, directly or indirectly, own
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any interest in, manage, control, participate in, consult with, render services
for, or in any manner engage in any business competing with the businesses of
the Company or its subsidiaries, as such businesses exist or are in process on
the date of the termination of Executive's employment. Nothing herein shall
prohibit Executive from being a passive owner of not more than 2% of the
outstanding stock of any class of a corporation which is publicly traded, so
long as Executive has no active participation in the business of such
corporation.
(b) During the Noncompete Period, Executive shall not, directly or
indirectly, through another entity (i) induce or attempt to induce any employee
of the Company or any subsidiary to leave the employ of the Company or such
subsidiary, or in any way interfere with the relationship between the Company or
any subsidiary and any employee thereof, (ii) induce or attempt to induce any
customer, supplier, licensee, licensor,
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franchisee or other business relation of the Company or any subsidiary to cease
doing business with the Company or such subsidiary, or in any way interfere with
the relationship between any such customer, supplier, licensee or business
relation and the Company or any subsidiary (including, without limitation,
making any negative statements or communications about the Company or its
subsidiaries).
(c) If, at the time of enforcement of this Section 7, a court shall
hold that the duration, scope or area restrictions stated herein are
unreasonable under circumstances then existing, the parties agree that the
maximum duration, scope or area reasonable under such circumstances shall be
substituted for the stated duration, scope or area and that the court shall be
allowed to revise the restrictions contained herein to cover the maximum period,
scope and area permitted by law. Executive agrees that the restrictions
contained in this Section 7 are reasonable.
(d) In the event of the breach or a threatened breach by Executive of
any of the provisions of this Section 7, the Company, in addition and
supplementary to other rights and remedies existing in its favor, may apply to
any court of law or equity of competent jurisdiction for specific performance
and/or injunctive or other relief in order to enforce or prevent any violations
of the provisions hereof (without posting a bond or other security). In
addition, in the event of an alleged breach or violation by Executive of this
Section 7, the Noncompete Period shall be extended until such breach or
violation has been duly cured.
8. INDEMNIFICATION. The Company will indemnify Executive and his
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legal representatives, to the fullest extent permitted by the laws of the State
of Delaware and the existing by-laws of the Company or any other applicable laws
or the provisions of any other corporate document of the Company, and Executive
shall be entitled to the protection of any insurance policies the Company may
elect to obtain generally for the benefit of its directors and officers, against
all costs, charges and expenses whatsoever incurred or sustained by him or his
legal representatives in connection with any action, suit or proceeding to which
he or his legal representatives may be made a party by reason of his being or
having been a director or officer of the Company or of any of its subsidiaries
or affiliates or actions taken purportedly on behalf of the Company or of any of
its subsidiaries or affiliates.
9. EXECUTIVE'S REPRESENTATIONS. Executive hereby represents and
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warrants to the Company that (a) the execution, delivery and performance of this
Agreement by Executive do not and shall not conflict with, breach, violate or
cause a default under any contract, agreement, instrument, order, judgment or
decree to which Executive is a party or by which he is bound, and (b) upon the
execution and delivery of this Agreement by the Company, this Agreement shall be
the valid and binding obligation of Executive, enforceable in accordance with
its terms. Executive hereby acknowledges and represents that he fully
understands the terms and conditions contained in this Agreement.
10. NOTICES. Any notice provided for in this Agreement shall be in
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writing and shall be deemed to have been duly given if delivered personally with
receipt acknowledged or sent by registered or certified mail or equivalent, if
available, postage prepaid, or by fax (which shall be confirmed by a writing
sent by registered or certified mail or equivalent on the same day that such fax
was sent), addressed to the parties at the following addresses or to such other
address as such party shall hereafter specify by notice to the other:
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Notices to Executive: Xxx X. Xxxxx
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[DELETED]
Notices to the Company: ChiRex Inc.
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000 Xxxxxxxx Xxxxxx
Xxxxx 000
Xxxxxxxx, Xxxxxxxxxxx 00000
(000) 000-0000 (Phone)
(000) 000-0000 (Fax)
Attention: General Counsel
11. SEVERABILITY. Whenever possible, each provision of this
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Agreement shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement is held to be invalid,
illegal or unenforceable in any respect under any applicable law or rule in any
jurisdiction, such invalidity, illegality or unenforceability shall not affect
any other provision or any other jurisdiction, but this Agreement shall be
reformed, construed and enforced in such jurisdiction as if such invalid,
illegal or unenforceable provision had never been contained herein.
12. COMPLETE AGREEMENT. This Agreement constitutes the complete
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agreement and understanding among the parties and supersedes and preempts any
prior understandings, agreements or representations by or among the parties,
written or oral, which may have related to the subject matter hereof in any way,
including without limitation, the Confidentiality Agreement between Executive
and the Company dated March 19, 1998.
13. NO STRICT CONSTRUCTION. The language used in this Agreement
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shall be deemed to be the language chosen by the parties hereto to express their
mutual intent, and no rule of strict construction shall be applied against any
party.
14. COUNTERPARTS. This Agreement may be executed in separate
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counterparts, each of which is deemed to be an original and all of which taken
together constitute one and the same agreement.
15. SUCCESSORS AND ASSIGNS. This Agreement is intended to bind and
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inure to the benefit of and be enforceable by Executive, the Company and their
respective heirs, successors and assigns, except that Executive may not assign
his rights or delegate his obligations hereunder without the prior written
consent of the Company. The Company will require any successor to all or
substantially all of the business and/or assets of the Company to assume
expressly and agree to perform this Agreement in the same manner and to the same
extent that the Company would be required to perform it if no such succession
had taken place.
16. CHOICE OF LAW. All issues and questions concerning the
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construction, validity, enforcement and interpretation of this Agreement and the
exhibits and schedules hereto shall be governed by, and construed in accordance
with, the laws of the State of New York, without giving effect to any choice of
law or conflict of law rules or provisions that would cause the application of
the laws of any jurisdiction other than the State of New York.
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17. AMENDMENT AND WAIVER. The provisions of this Agreement may be
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amended or waived only with the prior written consent of the Company and
Executive, and no course of conduct or failure or delay in enforcing the
provisions of this Agreement shall affect the validity, binding effect or
enforceability of this Agreement.
18. ARBITRATION. Any controversy or claim arising out of or relating
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to this Agreement, the making, interpretation or the breach thereof, other than
a claim solely for injunctive relief for any alleged breach of the provisions of
Section 5 as to which the parties shall have the right to apply for specific
performance to any court having equity jurisdiction, shall be settled by
arbitration in London, England by one arbitrator in accordance with the
Commercial Arbitration Rules of the American Arbitration Association and
judgment upon the award rendered by the arbitrator may be entered in any court
having jurisdiction thereof (in the U.S and in the U.K.) and any party to the
arbitration may, if he elects, institute proceedings in any court having
jurisdiction for the specific performance of any such award. The powers of the
arbitrator shall include, but not be limited to, the awarding of injunctive
relief. The Company shall reimburse Executive for all expenses incurred by
Executive in connection with any arbitration, including reasonable attorney's
fees, to the extent the arbitration is concluded in Executive's favor.
19. NO MITIGATION OR SET-OFF. The provisions of this Agreement are
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not intended to, nor shall they be construed to require that Executive mitigate
the amount of any payment provided for in this Agreement by seeking or accepting
other employment, nor shall the amount of any payment provided for in this
Agreement be reduced by any compensation earned by Executive as a result of his
employment by another employer or otherwise. The Company's obligations to make
the payments to Executive required under this Agreement, and otherwise to
perform its obligations hereunder shall not be affected by any set-off,
counterclaim, recoupment, defense or other claim, right or action that the
Company may have against Executive.
* * * * * * * * * * * * * * * *
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first written above.
CHIREX INC. and its subsidiary
CHIREX (HOLDINGS) LTD.
By the Compensation Committee of the
Board Of Directors of ChiRex Inc.:
/s/ Xxxxxxxxx X. Xxxxxxxx
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XXXXXXXXX X. XXXXXXXX
/s/ W. Xxxxxx Xxxxxx
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W. XXXXXX XXXXXX
/s/ Xxx X. Xxxxx
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XXX X. XXXXX
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