EXHIBIT 10.23
DATED January 10, 2005
----------------------
(1) SOMANTIS LTD
AND
(2) XXXXXXXX X. XXXXXXXXX
SERVICE AGREEMENT
Part time executive Chairman
"Chairman"
SOMANTIS LTD
00 Xxxxxx Xxxxxx, Xxxxxx X0X 0XX, XX
SERVICE AGREEMENT
THIS AGREEMENT is made the 10th day of January 2005
BETWEEN:
(1) SOMANTIS LTD (3401495) whose registered office is at 00 Xxxxxx Xxxxxx,
Xxxxxx X0X 0XX, XX (the "Company"); and
(2) Xxxxxxxx Xxxxxxxxx whose address is 00 Xxx Xxxxxx Xxxxx, Xxxxxxx Xxxxx,
Xxxxxxxxxx 00000, Xxxxxx Xxxxxx of America (the "Chairman").
NOW IT IS HEREBY AGREED as follows:
1. CONSTRUCTION
1.1 In this Agreement:
1.1.1 any reference to any act of parliament or delegated
legislation includes a reference to any statutory
modification or re-enactment of it or the provisions
referred to whether the modification or re-enactment
arises before or after the date hereof but not, in
the case of a modification or re-enactment arising
after the date hereof, so as to alter the rights or
the obligations of the parties hereto as between
themselves;
1.1.2 reference to the Schedule and Clauses are, unless the
context otherwise requires, references to the
schedule to or clauses in this Agreement and the
Schedule forms part of this Agreement;
1.1.3 words in any gender include any other gender and
words in the singular number include the plural and
vice versa.
1.2 Headings to Clauses and Sub-Clauses are intended to assist
reference only and shall not affect the construction hereof.
1.3 In this Agreement unless the context indicates otherwise the
words or phrases defined below have the meanings respectively
ascribed to them and cognate words or phrases have cognate
meanings;
1.3.1 "Appointment" means the Executive's appointment
hereunder;
1.3.2 "Appointment Date" means December 1, 2004;
1.3.3 "Board" means the board of directors for the time
being and from time to time of the Company;
1.3.4 "Chief Executive Officer" means the Chief Executive
Officer and Managing Director of the Company for the
time being and from time to time;
1.3.5 "Holiday Period" means 25 Working Days;
1.3.6 "Holiday year" means any period of 12 months expiring
on 31st December;
1.3.7 "Intellectual Property" has the meaning set out in
Clause 13.4;
1.3.8 "Location" means the Company's premises at 00 Xxxxxx
Xxxxxx, Xxxxxx X0X 0XX, XX and at 00000 Xxxx Xxxxxx,
Xxxxxx Xxxxx, XX 00000, XXX;
1.3.9 "Notice Period" means 6 (six) months, to be given
after an initial 12 month period;
1.3.10 "Office" means the office of Chairman;
1.3.11 "Option" means a right to subscribe for shares
pursuant to the Share Option Scheme, or any
replacement option plan;
2
1.3.12 "Recognized Investment Exchange" means a body of
persons which is for the time being a recognized
investment exchange for the purposes of the Financial
Services Xxx 0000;
1.3.13 "Remuneration Committee" means the Remuneration
Committee of the Company from time to time;
1.3.14 "Cash Retainer" means $10,000 per month or such other
amounts decided as mentioned in Clause 6.3,
commencing after fund raising of such amount as has
been approved by the Board.
1.3.15 "Retainer Review Date" means 1st April in each year
or such other date as the Company may in its
reasonable discretion determine;
1.3.16 "Sick Pay Period" means an aggregate period of
absence owing to illness, accident or physical
infirmity of not more than 180 days during a
consecutive period of 1 year;
1.3.17 "Working Day" means any day not being a Saturday,
Sunday or public holiday in the area of the Location;
1.3.18 "Agreed Territory" means the State of California,
United States of America.
1.4 In this Agreement unless the context otherwise requires
references to a "person" include references to an individual,
company, firm or association.
1.5 This Agreement is governed in all respects by English law and
the parties submit to the non-exclusive jurisdiction of the
English Courts.
2. APPOINTMENT AND DURATION
2.1 The Company confirms the appointment of the Chairman to the
Office and the Chairman agrees to serve the Company in that
capacity. The Chairman will not be an employee of the Company
but only a member of its Board of Directors with expanded
duties as described below.
3
2.2 The Appointment shall be deemed to have begun on the
Appointment Date and shall continue (subject to earlier
termination as provided in this Agreement) until terminated by
either party giving to the other notice of not less than the
Notice Period.
3. DUTIES OF THE CHAIRMAN
3.1 The Chairman shall devote approximately one third of his time
to Somantis business:
3.1.1 Subject to paragraph 3 of Schedule 1, devote his
agreed time attention and ability to the duties of
his Office as described in the Company's articles;
3.1.2 Faithfully and diligently perform those duties and
exercise such powers consistent with them which are
from time to time assigned to or vested in him;
3.1.3 Obey all lawful and reasonable directions given to
him by the Chief Executive Officer or the Board;
3.1.4 Use his best endeavors to promote the interests of
the Company;
3.1.5 Assist the executive team in fund raising from
financial institutions and other sources;
3.1.6 Assist in the in and out licensing efforts with
biopharmaceutical companies;
3.1.7 Assist in recruiting the management team and
consultants to put in place the infrastructure for
conducting the Company's business.
4
3.1.8 Assist in strategic and tactical decision making by
the Company; and
3.1.9 Assist in the management of the Board as its Chairman
and in the management and communications to the
investors.
3.2 The Company is not obliged to provide the Chairman with work
and may at the direction of the Board during any notice period
require that the Chairman does not attend his place of work or
undertake any activities or certain activities on behalf of
the Company. The Company shall nevertheless be obliged to pay
the Cash Retainer and other benefits to the Chairman and all
the Chairman's obligations hereunder shall continue.
4. REPORTING
4.1 The Chairman shall report to the shareholders of the Company
and Board consistent with the Company's articles and the
duties outlined in attachment 3.
4.2 The Chairman shall report to the Chief Executive Officer of
the Company as to the business or affairs of the Company and
provide such explanations as the Chief Executive Officer may
reasonably require.
4.3 The Chairman shall keep the Chief Executive Officer promptly
and fully informed (in writing if so requested) of his
activities and provide such explanations as the Chief
Executive Officer may require.
5. PLACE OF WORK
5.1 The Chairman shall perform his duties at the Location or such
other place as the Chairman and the Company shall agree but
the Company shall not require him to go to or reside anywhere
outside the Agreed Territory except for occasional visits in
the ordinary course of his duties.
5
6. REMUNERATION
6.1 During the continuance of the Appointment the Company shall
pay the Chairman a monthly cash retainer of US $10,000 and
shall be paid monthly in arrears.
6.2 The cash retainer includes any director's or other fees
receivable by the Chairman as a director of or other office
holder in the Company.
6.3 The Cash Retainer shall be reviewed annually by the Board by
reference to the Salary Review Date and the rate of cash
retainer may be increased by the Company with effect from each
Retainer Review Date.
6.4 During the continuance of the Agreement the Chairman will be
eligible to participate in a future Share Option Scheme
subject to the rules of the Share Option Scheme from time to
time.
6.5 The Chairman shall be eligible to receive a bonus during the
Appointment in respect of each financial year of the Company.
It will be paid against performance targets to be agreed by
the Chairman and the Company in respect of each financial
year, or based upon the Board's assessment of Chairman's
performance in assisting the Company in achieving funding for
its operations and licensing its products, and the amount of
the bonus achievable will be determined by the Remuneration
Committee of the Company in its absolute discretion.
7. EXPENSES
The Chairman shall be entitled to be reimbursed his expenses properly
incurred in the performance of his duties hereunder PROVIDED THAT these
are properly vouched and have been incurred in accordance with the
Company's policy guidelines on these matters in force from time to
time.
8. INTELLECTUAL PROPERTY
8.1 Unless otherwise agreed by the Company, if at any time while
the Chairman is a member of the Board of the Company, the
Chairman shall discover or make or conceive or contribute in
6
any way to the discovery, making or conception either alone or
jointly with any other persons any Intellectual Property and
other subject matter which is or may be legally protectable
(by contract or otherwise) and which relate to or are
connected with any trade or business for the time being and
from time to time carried on by the Company he shall forthwith
communicate or explain in writing all particulars concerning
the same to the Board and all Intellectual Property or other
subject matter shall, subject to the provisions of the Patents
Xxx 0000 (where applicable), belong to the Company absolutely
and beneficially and the Chairman shall, if so required, (but
at the Company's expense) at any time:
8.1.1 apply or join in applying for letters patent,
registered designs, trade marks, or other similar
protection in the United Kingdom, United States or
any other part of the world for any Intellectual
Property and execute all instruments and do all
things necessary for vesting the said letters patent,
registered designs, trade marks or other similar
protection when obtained and all right and title to
and interest in the same in the Company or such other
third party as the Company may require absolutely and
as the sole beneficial owner; and
8.1.2 sign and execute all such documents and do all such
acts as the Company may reasonably require in
connection with any proceedings in respect of such
applications and any petitions or applications for
revocation of such letters patent, registered
designs, trade marks or other protection.
8.2 The Chairman hereby irrevocably appoints the Company and any
officer thereof to be his attorney in his name and on his
behalf to execute and do any such instrument or thing and
generally to use his name for the purpose of giving to the
Company the full benefit of the provisions of this Clause 8
7
and in favor of any third party a certificate in writing
signed by any director or the Company Secretary to the effect
that the instrument or act falls within the authority hereby
conferred shall be conclusive evidence that such is the case.
8.3 For the purpose of this Clause 8 and Clause 10.2 "Intellectual
Property" shall include without limitation inventions,
discoveries, creations, designs, know-how, ideas, writing and
other works of authorship, computer programs, lectures and
illustrations and improvements upon or additions thereto.
9. CONFLICT OF INTEREST
9.1 The Chairman shall not (save as mentioned in Clause 9.2 or
Clause 9.4) or except as a representative or nominee of the
Company or otherwise with the prior written consent of the
Board (which shall not be unreasonably withheld) during the
continuance of the Appointment be directly or indirectly
engaged, concerned or interested in any other business, trade
or occupation which shall in any way be directly or indirectly
competitive with any business or trade carried on by the
Company during the period of the Appointment.
9.2 The Chairman may, however, hold a "permitted investment" that
is to say not more than 10% (ten per cent) of the issued
stock, shares, debentures or other securities of any class of
any company whose shares are dealt in on a Recognized
Investment Exchange which is directly or indirectly
competitive with the Company. The prior written consent of the
Board (which shall not be unreasonably withheld) shall be
required before the Chairman shall hold in excess of 3% (three
per cent) of the issued stock, shares, debentures, or other
securities of any class of any one such company.
9.3 The Executive may continue to be engaged in the activities
listed in Schedule 2.
8
10. CONFIDENTIALITY: PROTECTION OF THE COMPANY'S INTERESTS
10.1 The Company is in the business of biotechnology research to
develop and market innovative therapeutic and diagnostic
products in the field of cancer including without limitation
the manufacture, licensing, sale and dealing in drugs and all
other products and services in relation thereto, this business
as it develops and changes and is added to during the period
of the Appointment is/are called the "Business". The Business
is not limited to any particular geographical area. A major
feature of the way the Business is carried on and the nature
of the Chairman's duties is the need to develop projects which
due to the potential exploitation of rights therein by others,
information in respect of which must be kept absolutely
confidential. Further the Chairman has access to and is
expected in the course of the appointment to develop trade
secrets and confidential information relating to the way the
Company carries on business and to the services and products
developed, manufactured and sold or supplied by the Company.
The cash retainer payable to the Chairman under this Agreement
and the expenses which the Company pays or reimburses to or
for the Chairman reflect this need, as does the information
provided by the Company to the Chairman during the course of
the Appointment. It is acknowledged by the Chairman that it
would be improper to misappropriate the benefits of any
information or relationships unfairly to the detriment of the
Company and that it is reasonable for the company to require
conformity with the provisions of this Clause 10 and of Clause
11 some of which provisions must continue without specific
limit in time and other of which continue after the
termination of the Appointment but subject to limits in time.
The Company has in part relied upon provisions of this Clause
10 and of Clause 11 (as well as its rights under the general
law) in deciding to employ and continue to employ the Chairman
and facilitate the obtaining by him of information. The
Chairman further acknowledge that in the event of a breach by
him of the obligations contained in this Clause 10 and in
Clause 11 damages are unlikely to be an adequate remedy for
the Company.
9
10.2 The Chairman shall not use, divulge or communicate to any
person (other than whose province it is to know the same or
with proper authority) any of the trade secrets or other
confidential information of the Company including in
particular information relating to any Intellectual Property
now or hereafter owned, used by or in the possession of the
Company and information concerning the business finances of
the Company which he may (whether heretofore or hereafter)
have received or obtained while in the service of the Company
or in respect of which the Company is bound by an obligation
of confidence to a third party. These restrictions shall
continue to apply after the termination of his appointment
without limit in point of time but shall cease to apply to
information or knowledge which may come into the public domain
otherwise than through unauthorized disclosure by the
Chairman.
10.3 The provisions of Clause 10.2 shall apply mutatis mutandis in
relation to the private, confidential or secret information of
each shareholder from time to time of the Company which the
Chairman may have received or obtained during his appointment
and the Chairman shall upon request enter into an enforceable
agreement with any such shareholder to the like effect.
10.4 The Chairman shall if so requested by the Company sign and
deliver to the Company or any person (including a client or
customer) with whom the company deals or proposes to deal an
undertaking in such further covenants relating thereto as may
be reasonably required of him.
11. PROTECTION OF THE COMPANY'S INTERESTS: RESTRICTIONS AFTER TERMINATION
11.1 The Chairman hereby covenants with the Company that after the
termination of this Agreement howsoever that comes about other
than wrongful termination by the Company he will not (without
10
the consent of the Company) during the period of six months
("Restricted Period") in any part of the world ("Restricted
Territory") engage or be concerned or interested whether
directly or indirectly and whether as principal, partner,
employee, adviser, agent, consultant or otherwise in any trade
or business which is competitive with the Business (as defined
in Clause 10.1) PROVIDED THAT the provisions of this Clause
11.1 shall not restrain the Chairman from engaging, becoming
concerned or interested in or accepting employment with any
trade or business in which the Chairman was not involved at
the date of termination of this Agreement or within 2 years
prior thereto.
11.2 The Chairman shall not (without the previous consent in
writing of the Board which the Board may refuse without
assigning any reason therefore) at any time during or after
the termination of this Agreement (howsoever that comes about)
during the Restricted Period either on his own account or for
any other person solicit or endeavor to entice away from the
Company any person who or which during the continuance of this
Agreement was a supplier or employee of the Company nor shall
the Chairman prevent or seek to prevent any person who is or
was such supplier to the Company from supplying goods or
services to the Company PROVIDED THAT the provisions of this
Clause 11.2 shall not restrain the Chairman from seeking or
procuring orders or doing business not related or not similar
to the Business.
11.3 While the covenants set out in Clauses 11.1 and 11.2 are
considered by the parties to be reasonable and necessary for
the protection of the Company's legitimate interests in all
the circumstances it is agreed that if any one or more of such
restrictions shall either taken by itself or themselves
together by adjudged to go beyond what is reasonable in all
the circumstances for the protection of the Company's
legitimate interests but would be adjudged reasonable if any
particular restriction or restrictions were deleted or if any
11
part of parts of the wording thereof were deleted restricted
or limited in particular manner then the said restrictions
shall apply with such deletions, restrictions or limitations
as the case may be.
12. TERMINATION
Chairman's appointment may only be terminated upon occurrence of one of
the following event:
12.1 By Death. This Agreement shall automatically terminate
immediately upon Chairman's death. Company shall pay to
Chairman's beneficiaries or estate, as appropriate, the
monthly cash retainer through the end of the calendar month of
such termination.
12.2 By Mutual Agreement. This Agreement may be terminated at any
time by mutual agreement of the parties hereto.
12.3 Disability. If Chairman is prevented from fully performing the
essential functions of Chairman's duties under this Agreement
because of any illness or physical or mental disability for a
period or periods of more than ninety (90) days in the
aggregate during any calendar year or thirty (30) consecutive
days in any twelve (12) month period, then the Board may
terminate Chairman's appointment in its sole discretion. Upon
termination under this Section 12.3, Employer will continue
Chairman's then-current monthly cash retainer for a period of
three (3) months.
12.4 By Company For Cause. This Agreement may be terminated by the
Company at any time for Cause. For purposes of this Agreement,
"Cause" shall mean, as determined by the Board in a
nondiscriminatory manner,
(i) the pleading guilty to or conviction of Chairman of a
felony;
(ii) a material breach of this Agreement by Chairman;
12
(iii) Chairman's willful misconduct or gross negligence in
the performance of Executive's duties.
In the event the Board determines that Cause exists to terminate
Chairman's employment, Chairman shall have ten (10) days to respond to
any such allegation or conclusion and to cure the same if possible.
Prior to any final decision of the Board regarding whether Cause exists
to terminate Chairman's employment, Chairman shall be permitted to make
a presentation to the Board, either individually or through counsel,
regarding the matter.
12.5 By Company Without Cause. Employer may, at any time, terminate
Chairman's appointment without Cause and for reasons not
specified above. In the event Chairman's appointment is
terminated without Cause, Company shall pay Chairman an amount
equal to twelve (12) months of Chairman's then current cash
retainer in one lump sum (the "Base Severance Payment"); and
(iv) all of Chairman's unvested Options shall immediately vest
upon such termination date.
12.6 By Executive for Good Reason. Chairman may terminate this
Agreement at any time for "Good Reason." In the event Chairman
terminates his appointment for Good Reason, Company shall
provide Chairman with the same payments and benefits under the
same terms and conditions as it would have provided in the
event Chairman was terminated without Cause, as described in
Section 12.5 above. For purposes of this Agreement, "Good
Reason" shall mean any of the following: (i) a reduction in
Chairman's job title; (ii) a material diminution in Chairman's
duties or a change in Chairman's direct reporting to the
Board; and (iv) a "Change of Control" of the Company. For
purposes of this Agreement, "Change of Control" means (1) a
merger or consolidation involving Company, where the
shareholders of Company as of the date hereof have less than a
majority of the equity ownership of the resulting merged or
consolidated company; or (2) a sale of all or substantially
all of the assets of Company, where the shareholders of
Company as of the date hereof have less than a majority of the
equity ownership of the buyer of such assets of Company.
13
12.7 In order to investigate a complaint against the Chairman of
misconduct the Company may suspend the Chairman on full pay
for up to 10 Working Days to carry out a proper investigation
and hold a disciplinary hearing.
12.8 Any payments under clause 12 are not in addition to the basic
entitlement.
13. FURTHER PROVISIONS ON TERMINATION
On termination of this Agreement for whatever reason the Chairman
shall:
13.1 at the Company's request, resign from office as a director of
the Company and from all offices held by him in the Company
and from all appointments from offices which he holds as
nominee or representative of the Company and if he should fail
so to do within 7 days after being requested so to do the
Company is hereby irrevocably authorized to appoint some
person in the Chairman's name and on the Chairman's behalf to
sign any document and to do any thing necessary or requisite
to give effect thereto. Such resignation(s) shall be without
prejudice to any rights, liabilities or obligations of either
party accrued or accruing due before such resignation(s);
13.2 deliver to the Company all books, documents, papers, drawings,
designs, materials and copies thereof (including copies and
notes made by the Chairman) relating to the Company's
activities and all credit cards, keys and other property of
the Company which may then be in this possession or under his
control.
14. SHARE OPTION SCHEME
14.1 On the Appointment Date the Company shall grant to the
Chairman the right to subscribe for 3,000,000 of ordinary
shares in the capital of the Company at the price of 5p per
14
share. Furthermore, the Chairman has the right to subscribe to
a further 3,000,000 shares a year after the appointment date,
at that date's share price.
14.2 Any options granted pursuant to Clauses 14.1 shall be
exercisable at that date's share price.
14.3 Options granted by Clauses 14.1, shall be exercisable the date
they are granted and no later than ten years after.
14.4 The Options shall, at the sole discretion of the Chairman,
become immediately exercisable on the happening of any of the
following events:
14.4.1 the shares in the Company are sold to an outside
investor;
14.4.2 the Company sells the whole or substantially the
whole of its business and/or assets.
14.5 Subject to Clauses 14.4 and 14.5, an Option shall lapse on the
earlier of:
14.5.1 the eleventh anniversary of the date of the grant of
that Option; and
14.5.2 the first anniversary of the Chairman's death.
14.6 In the event of any dispute between the Company and the
Chairman in relation to the operation of this Clause 14, the
dispute shall be referred to the Company's auditors from time
to time, whose decision shall be final. The costs of the
auditors in connection with such reference shall be borne by
the Company.
14.7 An Option shall be exercisable by the Chairman giving written
notice to the Company of the number of shares in respect of
which he wishes to exercise the Option, accompanied by the
appropriate payment.
14.8 Shares shall be allotted and issued to the Chairman pursuant
to a notice of exercise within 30 days of the date of
exercise, and a share certificate shall be issued to the
Chairman accordingly. Such shares shall rank pari passu with
the other ordinary shares in the Company.
15
14.9 When an option is exercised in part only, the balance shall
remain exercisable on the same terms as originally applied to
the whole Option.
14.10 In the event of any consolidation, sub-division or reduction
of capital by the Company, the number of shares subject to the
Option, and the subscription price for the shares, shall be
adjusted in such manner as the Company's auditors consider to
be fair and reasonable provided that:
14.10.1 The aggregate amount payable on the exercise of an
Option is not increased; and
14.10.2 the subscription price for the shares is not reduced
below par.
14.11 The Company undertakes to insure that at all relevant times it
has sufficient authorized but unissued ordinary share capital
to enable the Chairman to exercise the Options granted to him
pursuant to this Clause 14.
14.12 Further share options may be granted to the Chairman at the
discretion of the Remuneration Committee of the Company.
15. NOTICES
15.1 Any notice to be given pursuant to this Agreement shall be in
writing and may be delivered by hand, sent by prepaid post
sent first class (for inland mail) or airmail (for overseas
mail), or be transmitted by facsimile and shall be addressed
to the Party to be served in the case of:
15.1.1 the Company at its registered office for the time
being; and
16
15.1.2 the Chairman to the address specified above or to
such other address in England as a Party may notify
to the other Party in writing as being its address
for service.
15.2 Notices sent by post shall be deemed served on the second
Working Day (for inland mail) or the fifth Working Day (for
overseas mail) after the date of posting and any notice
transmitted by facsimile shall be deemed to have been served
on the Working Day following the date of transmission and
PROVIDED THAT in the case of facsimile transmission a copy of
such transmission shall have been posted on the date of such
transmission in accordance with the provisions of this Clause
relating to the posting of notices.
16. EFFECT OF TERMINATION
The expiration or termination of this Agreement however arising shall
not operate to affect such of the provisions of this Agreement as are
expressed to operate or have effect after such expiration or
termination and shall be without prejudice to any accrued rights or
remedies of either of the parties.
17. EMPLOYMENT RIGHTS ACT
The provisions of the Schedule have effect to record information
relating to the Executive given pursuant to the Employment Rights Xxx
0000.
IN WITNESS whereof this Agreement has been duly executed as a deed the day and
the year first written above.
17
SIGNATURE PAGES
---------------
SIGNED BY SOMANTIS LTD
Has been hereunto
Affixed in the presence of:
/s/ AGAMEMNON X. XXXXXXXX Director
-----------------------------
(signature)
Agamemnon X. Xxxxxxxx
-----------------------------
(full name in block capitals)
/s/ XXXXXXXX XXXXX Director/Secretary
-----------------------------
(signature)
Xxxxxxxx Xxxxx
-----------------------------
(full name in block capitals)
SIGNED by XXXXXXXX X XXXXXXXXX /s/ XXXXXXXX X. XXXXXXXXX
------------------------------------
(signature)
In the presence of:
witness
Signature /s/ XXXXX XXXX-XXXXXXXXX
--------------------------------
Name Xxxxx Xxxx-Xxxxxxxxx
--------------------------------
Address 00 Xxx Xxxxxx Xxxxx
--------------------------------
Xxxxxxx Xxxxx, XX
--------------------------------
--------------------------------
Occupation VP- HR Broadcom
--------------------------------
(PLEASE COMPLETE IN CAPITALS)
18
SCHEDULE 1
Employment Rights Act 1996
The following information is given to supplement the information given
in the body of the Agreement in order to comply with the requirements of Part 1
of the above Act:
1. The particulars relating to the Chairman's appointment are
correct as at date first appearing in this Agreement and any
variation of such particulars shall be notified in writing to
the Chairman within 1 month of such changes taking effect
PROVIDED ALWAYS that this paragraph shall not have effect so
as to entitle the Company to vary the terms and provisions of
such appointment in any way without the consent of the
Chairman.
2. The Chairman's appointment with the Company began on 1st
December 2004. No employment with a previous employer counts
as part of the Executive's continuous period of appointment
with the Company.
3. There are no normal hours of work for a Chairman. The standard
office hours of the Company are 9:00 am to 5:00 pm Monday to
Friday inclusive each week. The Chairman is expected to work
on 660 hours per year.
4. A contracting-out certificate pursuant to the provisions of
the Social Security Pensions Act 1975 is in force in respect
of the Chairman's appointment.
5. If the Chairman has any grievance or alleged grievance
relating to his appointment he should first of all discuss the
matter with the Board, whose decision shall be final.
6. If any question of discipline arises with regard to the
Chairman's appointment by the Company it shall be raised with
the Chairman by the Chief Executive Officer. In the event that
the Chairman is dissatisfied with any disciplinary action
taken against him he may appeal to the Board whose decision
shall be final.
7. Save as provided in this Agreement there are no terms and
conditions of employment relating to hours of work or to
normal working hours or to holiday pay or to incapacity for
work due to sickness or injury or to sick pay or to pensions
or to pension schemes.
SCHEDULE 2
PERMITTED ACTIVITIES
Venture member, H3D Ventures, 2005-present
Director, SeQual Technologies 2004-present
Steering Committee member, OCTANe 2004 - Present
Program Committee member, Forum for Corporate Directors 2004 - Present
Life Science Venture Reviewer, RTA@CONNECT 2003 - Present
Advisor Director, College of Business Administration, California State
University, San Marcos 2002 - Present
Trustee, The Xxxxxxx Institute 2002 - Present
Director and Member of the Executive Committee, BIOCOM 1999 - Present
Director, The Chairman's Roundtable (Chairman 2000-2002) 1999 - Present
Director, The Lincoln Park Zoological Society (Chief Executive Officer
1983-1987) 1974 - Present
SCHEDULE 3
1. Preside at Board Meetings
2. Assist the CEO in selecting information to be sent to the Board
o Ensure that directors receive timely, accurate and complete
information to enable sound decision making, effective
monitoring and advising.
3. Assist the CEO in preparation of Board agenda
o Assure that the agenda takes into account issues and concerns
of Board members
o Assure that the agenda is forward looking and focuses on
strategic matters
4. Serve as principal liaison to the independent directors.
5. Set meeting schedules, to assure adequate time for discussion of agenda
items.
6. Encourage active engagement by all directors.
7. Ensure that directors understand investor concerns.
8. Uphold the highest standard of integrity.
9. Set the tone of Board discussions to promote effective decision making
and constructive debate.
10. Promote effective relationships and open communication, both inside and
outside the boardroom, between the independent directors and the
management team.
11. Build effective and complementary Board.
12. Promote highest standards of corporate governance.
13. Ensure effective monitoring and implementation of Board decisions.
14. Report to the CEO as to business of affairs of the company and provide
such explanations as the CEO may reasonably require.
15. Establish close relationship of trust with the CEO, providing support
and advice while respecting the executive responsibility of the CEO.
16. Provide coherent leadership for the company, through understanding the
views of stockholders and management.
17. If it is not delegated to a Corporate Governance Committee, the
Chairman should also have responsibility for (i) director orientation,
and continuing education programs for individual directors as needed,
(ii) reviewing possible committee assignments each year, and (iii)
assuring manual evaluations are completed for the Board and committees.
