DATED 29 April 1999
(1) HUNTINGDON LIFE SCIENCES
LIMITED
- and -
(2) XXXXX XXXX
------------------------------------
SERVICE AGREEMENT
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Xxxxxxx Xxxxxxx
0-00 Xxx Xxxxxx Xxxx
Xxxxxx
XX0X 0XX
Telephone: 0000 000 0000
Ref: DJSG/GXW/25407/4
CONTENTS
Page
1. DEFINITIONS AND INTERPRETATION.......................... 1
2. TERM OF EMPLOYMENT...................................... 2
3. DUTIES.................................................. 2
4. HOURS OF WORK........................................... 3
5. PLACE OF WORK........................................... 4
7. REMUNERATION............................................ 4
8. PENSION SCHEME.......................................... 5
9. OTHER BENEFITS.......................................... 5
10. COMPANY CAR............................................. 7
12. RELOCATION EXPENSES..................................... 7
13. HOLIDAYS................................................ 7
14. ILLNESS................................................. 8
15. RESTRICTIONS DURING EMPLOYMENT.......................... 9
16. INTELLECTUAL PROPERTY................................... 10
17. CONFIDENTIALITY......................................... 12
18. TERMINATION OF EMPLOYMENT............................... 13
19. SUSPENSION.............................................. 14
20. RESIGNATION AND RETURN OF COMPANY PROPERTY.............. 15
21. RECONSTRUCTION OR AMALGAMATION.......................... 15
22. CHANGE OF CONTROL....................................... 15
23. RESTRICTIONS............................................ 16
24. SEVERABILITY............................................ 18
25. NOTICES................................................. 19
26. STATUTORY INFORMATION................................... 19
27. MISCELLANEOUS........................................... 19
SCHEDULE......................................................... 20
T H I S A G R E E M E N T is made on 29 April, 0000
X X X X X X N :
(1) HUNTINGDON LIFE SCIENCES LIMITED whose registered office is at Xxxxxxx
Xxxx, Xxxxxxxxx, Xxxxxxxxxx, Xxxxxxxxxxxxxx XX00 0XX (the "Company");
and
(2) XXXXX XXXX of Xxxxxxxxxxxxx, Xxxxxx Xxxxx, Xx Xxxxx, Xxxxx Xxxxxxxxx XX0 0XX
(the "Executive").
IT IS AGREED that the Company shall employ the Executive and the Executive shall
serve the Company as Managing Director of the Group on the following terms and
subject to the following conditions (the "Agreement"):
1. DEFINITIONS AND INTERPRETATION
(1) In this Agreement unless the context otherwise requires the following
expressions shall have the following meanings:
"Associated Company" means:
(a) a company which is not a
Subsidiary of the Company
but whose issued equity
share capital (as defined
in s744 of the Companies
Act 1985) is owned as to at
least 20% by the Company or
one of its Subsidiaries;
and
(b) a Subsidiary (as defined below);
"Board" the board of directors for the time being
of the Holding Company;
"Commencement Date" the date on which employment commenced, as
specified in clause 2(1);
"Group" means the Company, the Holding
Company and any Subsidiaries and
Associated Companies of the Company
and/or the Holding Company for the
time being and "Group Company" means
any one of them;
"Holding Company" means Huntingdon Life Sciences Group Plc;
"Subsidiary" means a Subsidiary within the meaning of
s736 of the Companies Xxx 0000;
"Working Day" means a day other than a Saturday, Sunday
or bank or other public holiday in England.
(2) Any reference to a statutory provision shall be deemed to include a
reference to any statutory modification or re-enactment of it.
(3) The headings in this Agreement are for convenience only and shall not
affect its construction or interpretation.
(4) References in this Agreement to a person include a body corporate and
an incorporated association of persons and references to a company
include any body corporate.
(5) Where appropriate, references to the Executive include his personal
representatives.
2. TERM OF EMPLOYMENT
(1) The employment of the Executive commenced on 9 September 1998 and
(subject to termination as provided in clause 18 below) shall be for an
initial fixed period of 12 months until 8 September 1999, after which
date it shall continue until terminated by either party giving to the
other not less than 2 years' notice in writing such notice not to be
served until after the expiry of the initial 12 month fixed period.
(2) Notwithstanding clause 2(1) above the employment of the Executive shall
automatically terminate on the day when the Executive reaches age 65 or
the normal retiring age applicable to directors of the Group from time
to time.
(3) The Executive represents and warrants that he is not bound by or
subject to any court order, agreement, arrangement or undertaking which
in any way restricts or prohibits him from entering into this Agreement
or performing his duties under it.
3. DUTIES
(1) The Executive shall during his employment under this Agreement:
(a) conduct the general management of the business of the Group
and perform the duties and exercise the powers which the Board
may from time to time properly assign to him in his capacity
as Managing Director or in connection with the conduct and
management of the business of the Company, the Holding Company
or of the business of any other Group Company (including
serving on the board of such Group Company or on any other
executive body or any committee of such a company);
(b) assist the Chairman of the Holding Company with the planning
and development for the benefit of the Company, the Holding
Company and the Group of (a) a future business strategy, (b)
shareholder and business relations, (c) business
opportunities, (d) a financing strategy, (e) the co-ordination
and overview of the Group's operating management team; and
(c) do all in his power, but without incurring personal
expenditure, to promote, develop and protect the business of
the Company, the Holding Company and any other Group Company
and at all times and in all respects conform to and comply
with the proper and reasonable directions and regulations of
the Board.
(2) The Executive shall give to the Board such information regarding the
affairs of the Company, the Holding Company and, where relevant, the
Group as it shall require, and in any event, report regularly and keep
the Board informed.
4. HOURS OF WORK
(1) The Executive shall be required to perform his duties during the
Company's normal office hours of 8.30am to 5.00pm, and during such
additional hours as may be necessary for the proper performance of his
duties. No additional pay or time-off will be permitted in respect of
hours worked outside normal office hours.
(2) In accordance with the Working Time Regulations 1998 ("Regulations"),
the Executive's average working time, including overtime, shall not
exceed 48 hours for each seven day period in any reference period
subject to the Executive's right to opt-out of the 48 hour maximum by
his entering into a separate agreement with the Company.
(3) Working time, for the purposes of the Regulations, means any time
during which the Executive is working at the disposal of the Company
and carrying out duties on behalf of the Company, the Holding Company
and/or the Group, but shall not include travel to and from work,
travelling time whilst in work including international travel, or
entertaining of clients and/or suppliers outside of office hours, meal
breaks or other rest breaks.
5. PLACE OF WORK
(1) The Executive's normal place of work shall be the Company's offices at
Huntingdon but the Executive shall work in any place within the United
Kingdom which the Board may reasonably require and he may be reasonably
required to travel abroad when required by the Group for the proper
performance of his duties.
(2) If the Company requires the Executive to work permanently at a place
which necessitates a move from his present home address the Company
will reimburse the Executive for all expenses directly and reasonably
incurred as a result of the Company's requirement in accordance with
clause 12 of this Agreement.
6. GRATUITIES AND CODES OF CONDUCT
(1) Other than routine hospitality and corporate gifts of nominal value
received in the ordinary course of business, the Executive shall not
directly or indirectly accept any commission, rebate, discount or
gratuity in cash or in kind from any person who has or is having a
business relationship with any Group Company.
(2) The Executive shall comply (and use his best endeavours to procure that
his spouse and minor children, step-children or any dependents shall
comply) with all applicable rules and regulations of the London Stock
Exchange Limited, the New York Stock Exchange, the US Securities
Exchange Commission, and any codes of conduct adopted by the Group
concerning dealings in securities for the time being in force and any
other relevant regulatory authority.
7. REMUNERATION
(1) The Company shall pay to the Executive a basic annual salary at the
rate of(pound)150,000 gross inclusive of any directors' fees
payable to him.
(2) The Executive's basic annual salary shall accrue from day to day and
be payable by equal monthly instalments in arrears on
the 20th day of each month.
(3) The Executive's basic annual salary shall be reviewed once in every
year. The undertaking of a salary review does not confer a contractual
right (whether express or implied) to any increase in salary and the
Executive acknowledges that any salary increase is at the discretion of
the Company.
(4) Notwithstanding anything to the contrary in the Articles of Association
of the Company, the Holding Company or any other Group Company, the
salary in clause 7(1) above shall be inclusive of any fees to which the
Executive may be entitled as a director of the Company, the Holding
Company or any other Group Company and the Executive shall waive his
right to any such fee.
(5) The Company may, in its absolute descretion, pay to the Executive
a bonus of such amount and at such time(s) as may from
time to time be determined by the Board.
8. PENSION SCHEME
(1) The Company shall pay contributions (equivalent to 33 per cent. of the
Executive's basic annual salary from time to time) to such pension
arrangements as the Executive may reasonably require whether under an
Inland Revenue approved and/or unapproved scheme and whether funded
and/or unfunded, and as may be agreed between the Executive and Xxxxxx
Xxxxx as Chairman of the Holding Company.
(2) The Executive shall provide to the Company such information relating to
his pension arrangements as the Company may reasonably require from
time to time.
9. OTHER BENEFITS
(1) The Executive is entitled to membership, at the Company's expense,
of the following schemes (each referred to below as an
"insurance scheme"):
(a) a salary continuance on long-term disability
insurance scheme applicable to employees in the
Executive's category generally from time to time;
(b) a life insurance scheme under which a lump sum
benefit shall be payable on the Executive's death
while the Agreement continues, the benefit of which
shall be paid to such dependants of the Executive or
other beneficiary as the trustees of the scheme
select at their discretion, after considering any
beneficiaries identified by the Executive in any
expression of his wishes delivered to the trustees
before his death. The benefit is equal to 4 times the
Executive's basic annual salary at his death;
(c) a personal accident insurance scheme, applicable to
employees in the Executive's category generally time
to time;
(d) a medical expenses insurance scheme providing such
cover for the Executive and the Executive's spouse as
the Company may from time to time notify to him, but
so that the minimum level of cover to be provided by
the Company shall be BUPA Scale A, and the Executive
shall not be responsible for payment of any excess
premium in respect of such cover over and above
standard rates.
(2) Benefits under any insurance scheme shall be subject to the rules of
the scheme and the terms of any applicable insurance policy and are
conditional upon the Executive complying with and satisfying any
applicable requirements of the insurers. Copies of these rules and
policies and particulars of the requirements shall be provided to the
Executive on request. Provided that the Company shall have complied
with and satisfied any requirements of the insurers applicable to it,
(but without prejudice to the Company's rights pursuant to clause 9(3)
below) the Company shall not have any liability to pay any benefit to
the Executive under any insurance scheme unless it receives payment of
the benefit from the insurer under the scheme.
(3) Subject to sub-clause (4) the provision of any insurance scheme does
not in any way prevent the Company from lawfully terminating this
Agreement in accordance with the provisions in clause 18 even if to do
so would deprive the Executive of membership of or cover under any such
scheme.
(4) The Company shall not terminate this Agreement solely by reason of the
Executive's incapacity if to do so would be to deprive the Executive of
benefits under any insurance scheme provided pursuant to clause
9(1)(a). The Company shall, however, at any time during which the
Executive qualifies for benefits under such scheme, be entitled to
appoint a permanent replacement for the Executive, and require him to
resign as a statutory director of any Group Company with immediate
effect, without any liability whatsoever to the Executive. Nothing in
this sub-clause shall prevent the Company from requiring the Executive
to resign as an employee of the Company, with immediate effect, without
any claim against the Company or any Group Company in respect of such
resignation, in the event that the Executive is able to recover
sufficiently to resume his duties under this Agreement at any time
after a permanent replacement for him has been appointed in accordance
with the provisions of this clause 9(4).
10. COMPANY CAR
(1) The Company shall provide the Executive with a non-pensionable
car allowance of(pound)1,000 gross per month, together with
reimbursement of petrol or other fuel attributable to:
(a) the Executive's duties under this Agreement; and
(b) the Executive's private use.
11. EXPENSES
(1) The Company shall reimburse or procure that the Executive is reimbursed
all reasonable travelling hotel and other expenses wholly and
necessarily incurred by him in the performance of his duties under this
Agreement on production of appropriate receipts and other evidence of
expenditure as required by the Company.
12. RELOCATION EXPENSES
(1) To assist with the relocation of the Executive's duties, the Company
will pay to the Executive a disturbance allowance of (pound)2,000 gross
per month for a period of up to 3 years from the Commencement Date
("Relocation Period"). The allowance is intended to cover (a) the cost
incurred by the Executive in securing temporary accommodation for the 3
year period, (b) travelling expenses to and from his normal place of
work and (c) reimbursement of expenses relating to miscellaneous items
in connection with such temporary relocation.
(2) If the Executive secures permanent accommodation prior to the expiry of
the Relocation Period, the Executive will be entitled to a sum
equivalent to such relocation allowance in respect of any unexpired
part of the Relocation Period to cover the costs of permanent
relocation.
(3) The Company shall have no obligation to pay any relocation expenses
after the expiry of the Relocation Period.
(4) The Executive will be liable for payment of any income tax arising in
respect of the relocation allowance referred to in this clause 12 to
the extent that the allowance exceeds the Inland Revenue's Extra
Statutory Concession from time to time relating to relocation expenses.
13. HOLIDAYS
(1) The Executive shall (in addition to the usual public and bank holidays)
be entitled to 25 Working Days holiday in each holiday year (as
specified by the Company) to be taken at a time or times agreed between
the Executive and the Company.
(2) Holiday entitlement in one year cannot be carried forward to any
subsequent holiday years except by prior arrangement with
the Company.
(3) In the holiday year in which employment commences or terminates holiday
shall accrue on a pro rata basis. If on the termination of the
employment the Executive has exceeded his accrued holiday entitlement
the excess may be deducted from any sums owing to him. If the Executive
has accrued holiday owing to him the Company may at its discretion
require the Executive to take the outstanding holiday during any notice
period or make a payment in lieu instead.
(4) If under clause 19 the Executive is not required to attend the office
during any period of notice, he will not accrue holiday during that
period, over and above the minimum required under the Regulations.
14. ILLNESS
(1) The Executive shall continue to be paid during sickness absence (such
payment to be inclusive of any statutory sick pay or social security
benefits to which he may be entitled) for a total of up to 26 weeks in
any 12 consecutive calendar months.
(2) Thereafter the Executive shall continue to be paid salary at the
discretion of the Company.
(3) If the Executive is incapable of performing his duties by reason of
injury sustained wholly or partly as a result of negligence, nuisance
or breach of any statutory duty on the part of a third party and the
Executive recovers an amount by way of compensation for loss of
earnings from that third party, he shall pay to the Company a sum equal
to the amount recovered or, if less, the amount paid to him by the
Company under clause 14(1) and/or (2) above in respect of the relevant
period of absence as a result of that injury.
(4) The Company shall be entitled to require the Executive to undergo
examinations by a medical adviser appointed or approved by the Company
and the Executive authorises the medical adviser and/or will provide
such consents as are necessary to disclose to the Company the results
of such examinations.
15. RESTRICTIONS DURING EMPLOYMENT
(1) During the continuance of his employment under this Agreement the
Executive shall unless prevented by incapacity devote his whole time
and attention to the business of the Company, the Holding Company and
the Group and shall not without the prior written consent of the Board:
(a) engage in any other business (other than charity or other
unpaid work in the nature of a hobby which does not detract
from the Executive's performance of his duties); or
(b) be concerned or interested in any other business of a similar
nature to or competitive with that carried on by the Company,
the Holding Company or any other Group Company; or
(c) solicit the custom of, canvass, approach or deal with, in
competition with the Company, the Holding Company or any other
Group Company, any person (including any company, firm,
organisation or other entity) to whom the Company, the Holding
Company or any other Group Company supplies services or with
whom the Company, the Holding Company or any other Group
Company is in negotiations or discussions regarding the
possible supply of services; or
(d) discourage any such person referred to in clause 15 (1) (c)
above from conducting or continuing to conduct business with
the Company, the Holding Company or any other Group Company on
the best terms available to the Company, the Holding Company
or any other Group Company; or
(e) induce or attempt to induce any director or senior employee of
the Company, the Holding Company or any other Group Company
and with whom the Executive has material dealings in the
course of his employment, to leave the employment of the
Company, the Holding Company or any other Group Company
provided that nothing in this clause shall preclude the Executive from
holding or being otherwise interested in any shares or other securities
of any company which is quoted on any recognised investment exchange
(as defined by section 207(1) Financial Services Act 1986) so long as
the interest of the Executive in such shares or other securities does
not extend to more than 5% of the total amount of such shares or
securities.
(2) If during his employment under this Agreement the Executive shall cease
to be a director of the Company and/or the Holding Company (otherwise
than by reason of his death, resignation or disqualification pursuant
to the articles of association of the Company and/or the Holding
Company or by statute or court order or under clause 18(2) below) his
employment shall continue and the terms of this Agreement (other than
those relating to the holding of office of director) shall continue in
full force and effect and the Executive shall have no claims against
the Company or the Holding Company in respect of his ceasing to be a
director.
16. INTELLECTUAL PROPERTY
(1) If the Executive makes, or if the Executive participates in making, any
invention, any design (whether registerable or not), or any work in
which copyright and/or database right subsists and which relates to or
is useful in connection with the business of the Company, the Holding
Company or of any other Group Company the Executive shall disclose it
to the Company immediately, whether or not it is the property of the
Company and:-
(a) in the case of an invention give the Company full particulars
of the invention together with all information, data (in all
forms and in all media), drawings and models, embodying or
relating to the invention, irrespective of the nature of the
invention or when it was made; and
(b) in the case of designs or copyright works, a copy of all such
designs and works;
and, in addition, the Company may call for the same to be delivered
forthwith to an authorised representative at any time.
(2) If an invention made by the Executive is the property of the Company
under Section 39 Patents Act 1977 the Executive shall, at the expense
of the Company, execute all documents and do all things which may be
necessary or desirable for obtaining the best possible patent, utility
model or similar protection for the invention ("Protection") in
territories specified by the Company and the Executive hereby assigns
to the Company with full title guarantee all his or her rights to the
invention and all applications for Protection and to the grant of
Protection in respect of that invention and shall execute all documents
and do all such things as may be necessary or desirable for perfecting
the assignment and obtaining registration of it in all territories in
the name of the Company.
(3) Notwithstanding clause 16(2) the Company shall not be under any
obligation to apply for Protection in respect of any
invention made by the Executive.
(4) If any invention is the property of the Executive under Section 39
Patents Act 1977 and relates to or is useful in connection with the
business or any product or service of the Company, the Holding Company
or of any other Group Company the Executive shall not grant a licence
or execute an assignment in respect of that invention to any other
person without first offering to grant a licence or execute an
assignment for the benefit of the Company on terms no less favourable
than those offered to the third party, and the Company shall have
fifteen working days in which to accept or reject the offer.
(5) If during the course of his work for the Company (whether in the course
of normal duties or not and whether or not during normal working hours)
the Executive makes, or participates in the making of any design
(whether registrable or not) or any work in which copyright and/or
database right subsists the Executive hereby assigns to the Company
with full title guarantee and, where appropriate, by way of future
assignment, all such rights for the full term thereof throughout the
world, provided that the assignment shall not extend to those designs
or works which are created by the Executive wholly outside his or her
normal working hours and wholly unconcerned with his or her service
under this Agreement.
(6) In the case of designs and copyright which are registrable anywhere in
the world the Executive shall, at the expense of the Company, execute
all documents and do all things which are necessary or desirable for
obtaining the best possible registration in respect of such rights in
territories specified by the Company and shall assign to the Company
such rights as are not already held by the Company in all subsequent
registrations and applications for registration.
(7) The Executive hereby irrevocably appoints the Company to be the
Executive's attorney in his or her name and on his or her behalf to
sign or execute any document or do anything and generally to use the
Executive's name for the purpose of giving to the Company the full
benefit of the provisions of this clause 16 and in favour of any third
party a certificate in writing signed by any director or the secretary
of the Company that any document or act falls within the authority
conferred by this clause shall be conclusive evidence that that is the
case.
(8) The Executive waives all moral rights (whether arising under Chapter IV
of the Copyright Designs and Patents Xxx 0000 or otherwise, to the
extent permissible under the relevant legislation in each jurisdiction)
in works to which clause 16(5) applies.
(9) The Executive warrants that he is not bound by any legally enforceable
obligations owed to persons other than the Company which would prevent
the Executive from complying with the terms of this Agreement and the
Executive shall not without proper licence use any inventions or
information in breach of rights owed to or held by persons other than
the Company or copy or adapt copyright works or designs owned by
persons other than the Company.
(10) All the provisions of this clause 16 shall survive termination of the
Executive's employment insofar as they relate to inventions,
information, designs and works in which copyright and/or database right
subsists which were created before termination.
17. CONFIDENTIALITY
(1) The Executive shall not (except in the proper performance of his
duties) during or after his employment has ended divulge to any person
or otherwise make use of (and shall use his best endeavours to prevent
the publication or disclosure of) any trade secret or secret research
process or any confidential information concerning the business or
finances of the Company, the Holding Company or any other Group Company
or any of their dealings transactions or affairs or any trade secret or
secret research process or any such confidential information concerning
any of their suppliers, agents, distributors or clients.
(2) Confidential information includes, but is not limited to: any
information of a secret, confidential or private nature, in any form,
concerning the business, accounts, finances, customer lists, research
projects, pricing and/or discount policy, future business strategy,
marketing, tenders, price sensitive information, employees and
officers, formulae, processors, working methods, inventions,
intellectual property and other plans and strategy of the Company, the
Holding Company and any other Group Company or any of its or their
respective clients.
(3) The restrictions in clauses 17 (1) and 17 (2) shall not apply to
information which:
(i) comes into the public domain otherwise than by a breach by
the Executive of his obligations under this Agreement; or
(ii) is disclosed to the Executive by a third party who has not
received it directly or indirectly from the Company or any
Group Company; or
(iii) must be disclosed by any applicable law or the requirements of
a relevant regulatory authority, to the extent of such
required disclosure.
18. TERMINATION OF EMPLOYMENT
(1) The Company may at any time and in its absolute discretion (whether or
not any notice of termination has been given by the Company or the
Executive under clause 2(1) above) terminate the Agreement with
immediate effect and make a payment in lieu of notice.
(2) The employment of the Executive may be terminated by the Company
without notice or payment in lieu of notice if:
(a) the Executive is guilty of any serious misconduct or any other
conduct which affects or is likely to affect prejudicially the
interests of the Company, or any Group Company to which he is
required to render services under this Agreement; or
(b) the Executive fails or neglects efficiently and diligently to
discharge his duties in any material respect or commits any
repeated breach or non-observance of any of the provisions
contained in this Agreement which is either not capable of
remedy or is not remedied after notice from the Company
specifying the breach and requiring its remedy; or
(c) a period of 3 months has elapsed from the Executive having a
bankruptcy order made against him, or entering into any
voluntary arrangement within the meaning of section 253
Insolvency Act 1986 ("Insolvency") in circumstances which
would have a material adverse effect on the Company, the Group
or their respective reputations and the Executive has, within
that period, failed to remedy the Insolvency; or
(d) the Executive is convicted of any arrestable criminal offence
(other than an offence under road traffic legislation in the
United Kingdom or elsewhere for which a fine or non-custodial
penalty is imposed) in circumstances which would have a
material adverse effect on the Company, the Group or their
respective reputations; or
(e) the Executive is disqualified from holding office in another
company by reason of an order of a court of competent
jurisdiction; or
(f) the Executive is convicted of an offence under the Companies
Securities (Insider Dealing) Xxx 0000 or under any other
present or future statutory enactment or regulations relating
to insider dealings under English or New York law or is in
breach of the model codes on directors' dealings in listed
securities, securities dealt on the Alternative Investment
Market or the OFEX trading facility published by the London
Stock Exchange Limited; or
(g) otherwise than:
i) at the request of the Company including, but not
limited to, any request pursuant to clause 9(4) of this
Agreement; or
ii) in circumstances which a reasonable director, properly
advised, would regard as requiring his resignation
the Executive ceases to be a director of the Company and/or
the Holding Company.
(3) Subject to the provisions of clause 9(4) of this Agreement, the
employment of the Executive may be terminated by the Company on not
less than three months notice (or with immediate effect by making a
payment in lieu) if the Executive shall become of unsound mind or
become a patient under the Mental Health Xxx 0000.
19. SUSPENSION
(1) The Company may suspend the Executive at any time on full pay to allow
the Company to investigate any complaint made against the Executive in
relation to his employment with the Company provided that the fact of
the suspension will only be disclosed to employees of the Company or
any Group Company who are involved in the investigation and/or to whom
such disclosure may, in the reasonable opinion of the Company, be
necessary for genuine operational reasons.
(2) During any period of notice of termination (whether given by the
Company or the Executive) the Company shall be under no obligation to
assign any duties to the Executive or to provide any work for him and
shall be entitled to exclude him from its premises, provided that this
shall not affect the Executive's entitlement to receive his normal
salary and other contractual benefits other than that the Executive
will cease to accrue holiday during any such period, subject to any
entitlement under the Regulations. The Executive will, during any such
period of suspension, continue to be bound by his obligations under
this Agreement, so far as is consistent with such suspension.
20. RESIGNATION AND RETURN OF COMPANY PROPERTY
(1) Upon the termination by whatever means of this Agreement the
Executive shall:
(a) immediately resign from his office as a director of the
Company and the Holding Company and from such other offices
held by him in any Group Company without claim for
compensation; and
(b) immediately deliver to the Company all credit cards, keys,
computer media and other property in whatever form, of or
relating to the business of the Company or of any Group
Company, which may be in his possession or under his power or
control; and
(c) immediately deliver to the Company all details which must be
provided under clause 14 above together with all material in
whatever form which describes or embodies the concepts or
designs which are so disclosed.
(2) If the Executive fails to comply with clause 20(1) the Company is
hereby irrevocably authorised to appoint some person in his name and on
his behalf to sign and complete any documents or do any thing necessary
to give effect to this clause.
(3) The Executive shall not without the consent of the Company at any time
after the termination of this Agreement represent himself still to be
connected with the Company or any Group Company.
21. RECONSTRUCTION OR AMALGAMATION
If the employment of the Executive under this Agreement is terminated
by reason of the liquidation of the Company for the purpose of
reconstruction or amalgamation and the Executive is offered employment
with any concern or undertaking resulting from the reconstruction or
amalgamation on terms and conditions not less favourable than the terms
of this Agreement, which the Executive unreasonably refuses, then the
Executive shall have no claim against the Company or any Group Company
in respect of the termination of his employment under this Agreement.
22. CHANGE OF CONTROL
(1) If there is a Change of Control of the Holding Company, and within the
6 months following the Change of Control the Executive is dismissed,
otherwise than under clause 18, or is constructively dismissed by the
Company, or voluntarily resigns, the Company shall pay to the Executive
and the Executive agrees to accept, as liquidated damages in full and
final settlement of all claims arising from such dismissal or
resignation, the sum which is equal to:
(a) 2 years' gross basic salary as at the date of termination; and
(b) an amount equal to twice the annual average of bonuses, if
any, received by the Executive pursuant to clause 7(5) of this
Agreement during the two financial years of the Company
immediately preceding the Change of Control.
(2) This payment will be subject to deduction of income tax and National
Insurance contributions as appropriate, without any reduction for
mitigation or early payment. The Company shall make such payment within
seven days of the date of such termination.
(3) The parties agree that the payment referred to in clause 22(1) is a
genuine pre-estimate of the loss which would be incurred by the
Executive on termination of his employment in circumstances where there
has been a Change of Control.
(4) "Change of Control" for the purposes of this clause 22 means the direct
or indirect beneficial ownership of more than 30 per cent. of the
Holding Company's issued voting share capital being acquired by any
single person or group of persons acting in concert.
23. RESTRICTIONS
(1) Definitions
In this clause:
(a) "Termination Date" means the date on which the employment
terminates;
(b) "Person" includes any company, firm, organisation or other
entity;
(c) "Area" means any country in the world where on the Termination
Date the Company, the Holding Company and/or any other Group
Company was supplying services;
(d) "Business" means any business carried on by the Company, the
Holding Company or any Group Company which relates to the
provision of pre-clinical, early clinical and/or non-clinical
biological safety evaluation services to the pharmaceutical
and biotechnology, agrochemical and other chemical industries;
(b) "Client" means any Person to whom the Company, the Holding
Company or any Group Company supplied services during the 6
months preceding the Termination Date and with whom at any
time during such period the Executive was actively involved in
the course of his employment within the 12 month period
following the Commencement Date but excluding any Person who
was a client of the Executive prior to the Commencement Date
and was introduced by the Executive to the Company;
(d) "Prospective Client" means any Person with whom the Company,
the Holding Company or any Group Company had negotiations or
discussions regarding the possible supply of services during
the 6 months immediately preceding the Termination Date and
with whom at any time during such period the Executive was
actively involved in the course of his employment but
excluding any Person who was a client of the Executive prior
to the Commencement Date and was introduced by the Executive
to the Company.
(2) The Executive covenants with the Company and as trustee for
each Group Company that in the event of the Executive
terminating his employment:
(1) Non-solicitation
the Executive shall not for a period of 6 months from the
Termination Date in the Area directly or indirectly:
(a) canvass or solicit business for services similar to
those being provided by the Company, the Holding
Company or any Group Company as at the Termination
Date from any Client or Prospective Client;
(b) seek to do business or deal with any Client or
Prospective Client in respect of services similar to
those being provided by the Company, the Holding
Company or any Group Company as at the Termination
Date; or
(c) canvass or solicit business from any supplier of the
Company, the Holding Company or any Group Company
with whom the Executive was actively involved during
the 6 months ending on the Termination Date or
persuade such supplier to cease to supply, or to
restrict or vary the terms of supply to the Company,
the Holding Company or any Group Company or otherwise
interfere with the relationship between such a
supplier and the Company, the Holding Company or any
Group Company.
(2) Non-poaching
the Executive shall not for a period of 6 months after the
Termination Date directly or indirectly induce or attempt to
induce any senior employee of the Company, the Holding Company
or any Group Company who is engaged in any business activity
carried on by the Company, the Holding Company or any Group
Company at the Termination Date and with whom the Executive
during the 6 months ending on the Termination Date had
material dealings in the course of his employment, to leave
the employment of the Company, the Holding Company or any
Group Company (whether or not this would be a breach of
contract by that employee).
(3) The restrictions in this clause 23 are considered by the parties to be
reasonable and the validity of each sub-clause shall not be affected if
any of the others is invalid. If any of the restrictions is void but
would be valid if some part of the restriction were deleted, the
restriction in question shall apply with such modification as may be
necessary to make it valid.
(4) The Executive acknowledges that the provisions of this clause are
no more extensive than is reasonable to protect the
Company or the Group.
(5) If the Executive is suspended from work under the provisions of clause
19, the Company may, at its sole discretion, agree that the period of
time during which the restrictions contained in clause 23 are
enforceable starts to run from the date of the suspension and not from
the Termination Date.
24. SEVERABILITY
While the provisions of this Agreement are considered by the parties to
be reasonable in all the circumstances, it is agreed that if any part
or parts of it is or are adjudged to go beyond what is reasonable in
all the circumstances but would be adjudged reasonable if any part or
parts of it were deleted, restricted or limited, the relevant part or
parts shall apply with such deletions, restrictions or limitations as
may be required in the particular case.
25. NOTICES
(1) Any notice required or permitted to be given under this Agreement shall
be given in writing delivered personally or sent by first class post
pre-paid recorded delivery (air mail if overseas) or by facsimile to
the party due to receive such notice at, in the case of the Company,
its registered office from time to time (and marked for the attention
of the Company Secretary) and, in the case of the Executive, his
address as set out in this Agreement (or such address as he may have
notified to the Company).
(2) Any notice delivered personally shall be deemed to be received when
delivered to the address provided in this Agreement and any notice sent
by pre-paid recorded delivery post shall be deemed (in the absence of
evidence of earlier receipt) to be received 2 days after posting and in
proving the time of despatch it shall be sufficient to show that the
envelope containing such notice was properly addressed, stamped and
posted. A notice sent by facsimile shall be deemed to have been
received on receipt by the sender of confirmation in the transmission
report that the facsimile had been sent.
26. STATUTORY INFORMATION
(1) The Schedule to this Agreement sets out information required to be
given to the Executive by the Employment Rights Xxx 0000.
27. MISCELLANEOUS
(1) This Agreement is governed by and shall be construed in accordance
with the laws of England.
(2) The parties to this Agreement submit to the non-exclusive jurisdiction
of the English courts.
(3) This Agreement contains the entire understanding between the parties
and supersedes all previous agreements and arrangements (if any)
relating to the employment of the Executive by the Group (which shall
be deemed to have been terminated by mutual consent).
(4) The Executive authorises the Company to deduct from any remuneration
payable to the Executive under this Agreement any sums due from him to
the Company or any Group Company including the cost of repairing any
damage to Company or any Group Company property caused by the
Executive.
THIS AGREEMENT has been executed as a DEED and is intended to be and is hereby
delivered on the date on page 1.
SCHEDULE
STATEMENT OF PARTICULARS PURSUANT TO THE
EMPLOYMENT RIGHTS XXX 0000
1. The Executive's period of continued employment commenced on 9 September
1998. A period of employment with a previous employer does not count as
part of the Executive's continuous employment with the Company.
2. A contracting-out certificate is in force in respect of this employment.
3. There is no formal disciplinary or grievance procedure applicable to
this position. Any grievance which the Executive wishes to exercise or
any disciplinary action taken by the Company will be dealt with by the
Chairman of the Holding Company. If the Executive is dissatisfied with
any decision he can within 5 working days of that decision appeal to
the Board whose decision shall be final and binding. For the avoidance
of doubt any disciplinary or grievance procedure does not form part of
the service agreement.
4. The Executive is under no obligation to work overseas for periods
exceeding 1 month.
5. The Company is not a party to any collective agreement which affects
the Executive's employment.
Executed as a Deed by
HUNTINGDON LIFE SCIENCES
LIMITED ................................
Director
................................
Director/Company Secretary
Signed as a Deed by
XXXXX XXXX
in the presence of: .................................
.................................
Signature of Witness
.................................
Name of Witness
.................................
Address
.............................
Occupation
