EXHIBIT 10.22
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Peptide Therapeutics
000 Xxxxxxxxx Xxxxxxx Xxxx
Xxxxxx Xxxx, Xxxxxxxxx
Xxxxxxxxxxxxxx XX0 0XX
Xxxxxx Xxxxxxx
Tel: x00 (0) 0000 000 000
Fax: x00 (0) 0000 000 000
Strictly Private and Confidential
Xxxx Xxxxxxx Xxxxxxx
00 Xxxxxxxxx Xxxx
Xxxxxxxxxxxx
Xxxxxxxxx XX0 0XX
14th July 1998
Dear Xxxx
Appointment as a Non-Executive Director
I am delighted that you have agreed to continue on the Board of Peptide
Therapeutics Group plc ("the Company") as a Non-Executive Director and Chairman.
The purpose of this letter (the "Agreement") is formally to confirm the terms of
your appointment as a Non-Executive Director and Chairman of the Company with
effect from 1st May 1998.
1. Term of Appointment
1.1. Subject to Clauses 1.2 and 7 you shall serve the Company as a
Non-Executive Director and Chairman until such time as your appointment is
terminated by either party giving the other not less than three months'
notice in writing to terminate these arrangements whereupon this Agreement
shall terminate on the expiry of such notice. Subject to the payment of
any fees on termination in accordance with Clause 1.2, no compensation for
loss of office will be due to you.
1.2. If, on your retirement by rotation as a Director of the Company in
accordance with the requirements of the Company's Articles of Association
("Articles"), you are not re-elected as a Director of the Company for any
reason, then in such circumstances your appointment shall terminate
automatically with immediate effect (for the avoidance of doubt, without
any period of notice) and the only fees to which you shall be entitled in
respect of these arrangements shall be such fees accrued on a daily basis
up to the time of such termination together with out of pocket expenses
reasonably and properly incurred up to that time.
1.3. Subject to Clauses 1.1, 1.2 and 7 your appointment under this Agreement
shall terminate on whichever is the earlier of:
1.3.1 the date of expiry of the notice period specified in Clause 1.1; and
Peptide Therapeutics Limited registered in England Company No. 2774777
(Registered Office as above)
A Subsidiary of Peptide therapeutics Group plc
1.3.2 your ceasing to be a Director for any reason under the Articles.
Your signature to the duplicate copy of this Agreement shall constitute
your irrevocable resignation as a Director of the Company (and any
subsidiary of the Company of which you are then a Director) with effect
from the expiry date of any notice of termination served pursuant to
clause 1.1 above.
1.4. Your appointment under this Agreement shall be subject:-
1.4.1 to your re-election on retirement by rotation at any subsequent
Annual General Meeting at which, pursuant to the Articles of the
Company. you are required to retire by rotation; and
1.4.2 to the provisions of the Articles.
2. Powers and Duties
2.1. You shall exercise such powers and perform such duties as are appropriate
to your role as a Non-Executive Director and Chairman of the Company.
2.2. You shall comply with all reasonable directions from, and all regulations
of the Company including, without prejudice to the generality of the
foregoing, all regulations from time to time in force with respect to
confidentiality, dealings in shares and notifications required to be made
by a Director to the Company or any other regulatory body under the
Companies Acts 1985 and 1989, the Articles or any other regulations of the
Company. In addition, you will observe the terms and conditions of The
City Code on Takeovers and Mergers and the continuing obligations under
the London Stock Exchange Listing Rules as the same are applicable to the
Company and its Directors from time to time.
2.3. Your duties as a Non-Executive Director and Chairman will normally require
attendance at all Main Board Meetings and General Meetings of the Company
as well as making such time available as is necessary to prepare for those
meetings and dealing with such matters as might normally be expected of a
Non-Executive Director and Chairman.
2.4. You will also be asked to serve as a member of the Audit Committee and of
the Remuneration Committee. In addition, you may from time to time be
required to serve as a Director of one or more subsidiaries of the
Company.
2.5. Main Board Meetings are held at regular intervals on dates that will be
advised well in advance. You will be required to attend Main Board
Meetings and such other Board Meetings as you and the Company shall agree
from time to time. Further you will normally be required to attend the
meetings of each of the Remuneration Committee and Audit Committee. Such
meetings will be held, whenever possible, on the same date as the Main
Board Meetings.
2.6. You will be provided with reports on at least a quarterly basis outlining
the current performance of the Company and you will be welcome to see
further information on the Company at any time. You will also be most
welcome to visit any of the Company's operations as and when time permits.
3. Remuneration
3.1. A directors' fee ("Retainer") of(pound)60,000 per annum (or such higher
amount as the Board may from time to time determine and notify to you in
writing) is payable by equal monthly instalments in arrears on or about
the 25th day (excluding weekends and public holidays) of every month. The
Retainer is non-pensionable and will be reviewed every year by the
Remuneration Committee of the Board and any proposed increase is to be
approved by the Board.
4. Expenses
4.1 You will be reimbursed by the Company in respect of all reasonable
travelling, hotel and incidental or other out of pocket expenses which are
reasonably and properly incurred in the course of carrying out your duties
under this Agreement provided that on request you shall provide such
vouchers or other evidence of payment of such expenses that may reasonably
be required.
4.2 The Company shall reimburse you for any fees or expenses you incur in
taking advice from the Company's financial and legal advisers or other
independent financial and legal advisers in relation to the performance of
your duties. Before seeking such advice you should first consult another
Non-Executive Director of the Company. If you take such advice you should
again consult another Non-Executive Director once the fees and expenses
you have incurred exceed (pound)5,000, or further fees and expenses of
(pound)5,000 have been incurred since such previous consultation.
5. Confidentiality
5.1 You shall not, either during the term of your appointment or thereafter;
5.1.1 use to the detriment or prejudice of the Company and its subsidiary
undertakings (the "Group" and "Group Company" shall be construed
accordingly as any of such companies) or divulge or communicate to
any person any trade secret or any other confidential information
concerning the business or affairs of the Company or the Group which
may have come to your knowledge at any time during the term of your
appointment under this Agreement or under any previous agreements
entered into between you and any Group Company ("Confidential
Information"), except to:
5.1.1.1 employees or directors of any Group Company; and/or
5.1.1.2 any and all advisors or consultants to any Group Company
(for so long as they remain advisors or consultants),
including for the avoidance of doubt but not limited to N M
Rothschild & Sons Limited, HSBC Securities,
Xxxxxx Xxxxxxxx, Xxxxxxx Xxxxxx and Xxxxxx & Xxxxx and any
company which is a licensee or potential licensee of any
Group Company and/or a corporate investor (excluding any
companies in which you have a material financial interest)
in any Group Company; and/or
5.1.1.3 any person with whom you are dealing in pursuit of
fulfilling your obligations under this agreement including
seeking legal advice under clause 4.2 of this agreement,
in each case where such party's province is to know the same; or
5.1.2 use for your own purpose or for any purpose other than those of the
Group any Confidential Information.
5.2 For the purposes of this clause 5 Confidential Information shall exclude:
5.2.1 any information or knowledge which is or may come into the public
domain (otherwise than through your own default); and
5.2.2 any information or knowledge which is known to a third party and
which the third party obtained otherwise than from yourself and in
respect or which the third party has no obligations of
confidentiality whatsoever.
5.3 For the avoidance of doubt nothing in this clause 5 shall prevent you from
disclosing any information including Confidential Information if required
to do so by:
5.3.1 law or by a court of competent jurisdiction; and/or
5.3.2 any competent regulatory body.
5.4 You shall not, during the term of your appointment as a director nor for a
period of six months after the termination thereof be or become a director
or employee or agent of any company, business or enterprise or have or
acquire any material financial interest in any enterprise which at the
time when you accept such directorship, employment or agency, or acquire
such interest, competes or is likely to compete or have a significant
business relationship with any member of the Group without the prior
consent of the Board in writing (such consent not to be unreasonably
withheld or delayed). For the purposes of this clause 5.4 the Board:
5.4.1 consents to you becoming or continuing as a director of any and all
of the following: Advanced Technology Management Limited
Agel Limited
Amura Limited
Ative Limited
ATM Investments Limited
ATM Global Investments Limited
CeNeS Limited
Oxford Biomedica plc
Quantum Healthcare Limited and any and all
company(ies) in which it makes an investment
5.4.2 consents to you becoming and being both a Limited and a general
partner in the Quantum Healthcare Fund.
6 Fringe benefits and deductions
You shall not be entitled to any pension, bonus or any other fringe
benefits of the Company (save that, for the avoidance of doubt, your
current entitlement to share options of the Company shall be unaffected by
this Agreement). Your fees under this Agreement will be paid to you net of
any deductions the Company is required by law to make such as income tax
under the PAYE system or National Insurance contributions.
7 Termination
7.1 Without prejudice to the generality of the foregoing the Company may by
notice in writing immediately terminate the arrangements set out herein if
you shall:
7.1.1 be in breach of any terms set out in this Agreement which in the
case of a breach capable of remedy is not remedied by you within 21
days of receipt by you of a notice from the Company specifying the
breach and requiring it to be remedied;
7.1.2 be incompetent, guilty of gross misconduct and/or any serious or
persistent negligence or misconduct in respect of your obligation
under this Agreement; and
7.1.3 fail or refuse after a written warning to carry out the duties
reasonably and properly required of you under this Agreement.
7.2 Upon the termination of these arrangements for whatever reason you shall
at the request of the Board and without claim for compensation forthwith
resign from office as a Director of the Company and from all other offices
held by you in any Group Company (if any) and the Company is irrevocably
authorised to appoint a nominee to act on your behalf to execute all
documents and to do all things reasonably necessary to give effect to this
provision.
7.3 You shall promptly, having been allowed sufficient time to make the copies
referred to below, whenever reasonably requested by the Company and in any
event upon your ceasing to be a Director of the Company deliver up to the
Company all Confidential Information in your possession. You shall be
entitled to keep retain and use for the purposes of clause 5.3 above one
copy thereof, provided that you provide the Company with a complete list
of all such documents copied. Title and copyright therein shall vest in
the Company.
8 Notices
Any notice required to be given pursuant to this agreement by either party
to the other should be delivered by hand or served by sending the same by
registered or recorded delivery post to the last known address of the
other party and any receipt issued by the person or authorities shall be
conclusive evidence of the fact and date of posting of such notice.
Notice will be deemed delivered if delivered by hand on the date so
delivered and if by registered or recorded delivery 48 hours after the
date posted.
9 Governing Law
The arrangements set out in this Agreement shall be governed by English
Law and the English Courts shall have exclusive jurisdiction over any
claim or dispute arising under this Agreement.
10 Previous Agreements
As from the date of this Agreement all previous agreements between the
Company or any Group Company and you relating to your employment or
directorship with the Group, shall be deemed to have been terminated and
shall cease to have effect and you shall cease to be an employee of the
Company from the date of this letter without prejudice to any accrued
right of the parties up to the date of termination.
Please would you confirm your acceptance of the above terms by signing and
returning the attached copy of this Agreement.
Yours sincerely
/s/ Dr Xxxx Xxxxx
Dr Xxxx Xxxxx
Chief Executive of Peptide Therapeutics Group plc
I hereby accept and confirm my agreement to the terms of my appointment as set
out above.
/s/ Xxxx Xxxxxxx Xxxxxxx
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Xxxx Xxxxxxx Xxxxxxx
