DATED 29 April 1999
(1) HUNTINGDON LIFE SCIENCES
LIMITED
- and -
(2) JULIAN XXXXXXX XXXXXXXXX
------------------------------------
SERVICE AGREEMENT
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Xxxxxxx Xxxxxxx
0-00 Xxx Xxxxxx Xxxx
Xxxxxx
XX0X 0XX
Telephone: 0000 000 0000
Ref: DJSG/GXW/37971/1
CONTENTS
Page
1. DEFINITIONS AND INTERPRETATION............................... 1
2. TERM OF EMPLOYMENT........................................... 2
3. DUTIES....................................................... 2
4. PLACE OF WORK AND RELOCATION................................. 3
5. GRATUITIES AND CODES OF CONDUCT.............................. 4
6. REMUNERATION................................................. 4
7. PENSION SCHEME............................................... 5
8. OTHER BENEFITS............................................... 6
9. COMPANY CAR.................................................. 7
10. EXPENSES..................................................... 7
11. HOLIDAYS..................................................... 7
12. ILLNESS...................................................... 8
13. RESTRICTIONS DURING EMPLOYMENT............................... 8
14. INTELLECTUAL PROPERTY........................................ 10
15. CONFIDENTIALITY.............................................. 12
16. TERMINATION OF EMPLOYMENT.................................... 13
17. SUSPENSION................................................... 14
18. RESIGNATION AND RETURN OF COMPANY PROPERTY................... 14
19. RECONSTRUCTION OR AMALGAMATION............................... 15
20. RESTRICTIONS................................................. 15
21. SEVERABILITY................................................. 18
22. NOTICES...................................................... 18
23. STATUTORY INFORMATION........................................ 18
24. 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) JULIAN XXXXXXX XXXXXXXXX of Xxxx Xxxx House, Tang Road, High Birstwith,
North Yorkshire, HG3 2JR (the "Executive").
IT IS AGREED that the Company shall employ the Executive and the Executive shall
serve the Company as Finance 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;
"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 1 February 1999 and
(subject to termination as provided in clause 16 below) shall be for an
indefinite period terminable by the Executive by giving to the Company
6 months' notice in writing and by the Company by giving to the
Executive 12 months' notice in writing.
(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) perform the duties and exercise the powers which the Board may
from time to time properly assign to him in his capacity as
Finance Director of the Group or in connection with the
conduct and management of the business of the Company, the
Holding Company or 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);
and
(b) do all in his power 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 and the Holding Company and, where relevant, the
Group as it shall require, and in any event, report regularly and keep
the Board informed.
(3) 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.
(4) 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.
(5) 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 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.
4. PLACE OF WORK AND RELOCATION
(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 require and he may be required to travel
abroad when required by the Company 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 such removal and relocation expenses
as are directly and reasonably incurred as a result of the Company's
requirement up to a maximum of (pound)10,000 gross.
(3) If the Executive gives notice to terminate his employment within 12
months of any relocation for which the Company has reimbursed the
Executive his expenses in accordance with clause 4 (2) of this
Agreement, the Company may request repayment of up to 75% of the
relocation expenses reimbursed.
(4) If the Executive gives notice to terminate his employment within 24
months of any relocation for which the Company has reimbursed the
Executive his expenses in accordance with clause 4 (2) of this
Agreement, the Company may request repayment of up to 50% of the
relocation expenses reimbursed.
(5) The Executive, by his signature to this Agreement, authorises the
Company to deduct any relocation expenses to be repaid under clause
4(3) or 4(4) from any sums due to the Executive on termination of
employment. Should such sum be insufficient the Executive agrees to
repay the relocation expenses as a debt owing to the Company.
(6) The Executive will be liable for payment of any income tax arising in
respect of the relocation expenses, referred to in this clause 4, to
the extent that the amount exceeds the Inland Revenue Extra Statutory
Concession from time to time relating to relocation expenses.
5. 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 procure that his spouse and minor
children or step-children or any dependents shall comply) with all
applicable rules and regulations of the London Stock Exchange, 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.
6. REMUNERATION
(1) The Company shall pay to the Executive a salary at the rate of
(pound)80,000 gross per year.
(2) The Executive's 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 salary shall be reviewed once in every year of the
term. 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 Company's Articles of
Association the salary in 6 (1) above shall be inclusive of any fees to
which the Executive may be entitled as a director of the Company or any
Group Company and the Executive shall waive his right to any such fee.
(5) The Company may, in its absolute discretion, pay to the Executive a
bonus of such amount payable at such time(s) as may from time to time
be determined by the Board.
(6) The Executive shall subject to the rules of the scheme, as amended or
varied from time to time at the Group's discretion and at the absolute
discretion of the Holding Company's Remuneration Committee, be entitled
to participate in the Huntingdon Life Sciences Group Unapproved Share
Option Scheme for the time being in force and in accordance with the
scheme rules. The Executive shall not be entitled to any compensation
for the loss of this right or loss of any benefit granted pursuant to
the scheme on termination of this Agreement.
7. PENSION SCHEME
(1) It is the Company's intention to establish a final salary pension
scheme in which the Executive will be entitled to participate whilst an
employee of the Company.
(2) It is the Company's intention, if such a scheme is established, to pay
such contributions to such scheme, during the term of this Agreement,
as would provide retirement benefits for the Executive at age 60 of
1/60th of final pensionable salary for each year or part year of
service with the Company, subject to the other terms and conditions of
such scheme.
(3) In the event of such a scheme not being established within six months
of the Executive starting employment with the Company, the Company
agrees, whilst the Executive remains an employee of the Company, to
contribute at a rate of 20% of the Executive's basic salary, as set out
in clause 6(1), to a personal pension scheme selected by the Executive.
(4) Contributions under clauses 7(2) or 7(3) will be backdated to the
commencement of the Executive's employment.
8. OTHER BENEFITS
(1) The Executive is entitled to membership 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 providing such cover
for the Executive as the Company may from time to
time notify to him;
(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 but basic
annual salary for this purpose shall not exceed the allowable
maximum earnings cap;
(c) a personal accident insurance scheme applicable to
employees in the Executive's category generally
providing such cover for the Executive as the Company
may from time to time notify to him;
(d) a medical expenses insurance scheme providing such
cover for the Executive and the Executive's spouse
and children under the age of 18 years as the Company
may from time to time notify to him.
(2) Benefits under any insurance scheme shall be subject to the rules of
the scheme(s) 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 8(4)
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) Any insurance scheme which is provided for the Executive is also
subject to the Company's right to alter the cover provided or any term
of the scheme or to cease to provide (without replacement) the scheme
at any time if in the reasonable opinion of the Board the state of
health of the Executive is or becomes such that the Company is unable
to insure the benefits under the scheme at the normal premiums
applicable to a person of the Executive's age.
(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 16 even if to do so would deprive the Executive of
membership of or cover under any such scheme.
9. COMPANY CAR
(1) The Company shall provide the Executive with a non-pensionable car
allowance of (pound)750.00 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.
10. 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.
11. 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. The Executive's holiday entitlement set
out in this clause includes the Executive's statutory minimum holiday
entitlement under the Regulations.
(2) Holiday entitlement in one holiday year cannot normally be carried
forward to any subsequent holiday years. Holiday entitlement over and
above the statutory minimum set out in the Regulations may in
exceptional circumstances be carried over to a subsequent holiday year,
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 his
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 17 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. If
the Executive's employment is terminated without notice, and/or if the
Executive resigns without working the required notice period as set out
in this Agreement, the Executive will not be entitled to pay in lieu of
accrued untaken holiday which will accrue during the notice period had
he continued to be employed at work throughout that time, subject to
the Regulations.
12. 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 12(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.
13. 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 Group Company is
in negotiations or discussions regarding the possible supply
of services; or
(d) discourage any such person referred to in clause 13 (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 Holding Company and/or the Company (otherwise
than by reason of his death, resignation or disqualification pursuant
to the articles of association of the Holding Company and/or the
Company or by statute or court order or under clause 16(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 Holding Company or the Company in respect of his ceasing to be a
director.
14. 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 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 14(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 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 14 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 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 14(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 14 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.
15. 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 15 (1) and 15 (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.
16. 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 equivalent to the
Executive's net basic salary referred to in clause 6(1) at the then
applicable rate for all or any unexpired part of the notice period.
(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, the Holding Company or any other
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
serious or material repeated breach or non-observance of any
of the provisions contained in this Agreement; or
(c) the Executive has an interim receiving order made against him,
becomes bankrupt or makes any composition or enters into any
deed of arrangement with his creditors in circumstances which
would have a material adverse effect on the Company, the
Holding Company, the Group or their respective reputations; 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 Holding 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 becomes of unsound mind or becomes a patient
under the Mental Health Xxx 0000; or
(g) the Executive is convicted of an offence under the Criminal
Justice Xxx 0000 in relation to insider dealings or under any
other present or future statutory enactment or regulations
relating to insider dealings under English or New York law; or
(h) otherwise than:
i) at the request of the Company; 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.
17. 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 (which is required to be
given under the terms of this Agreement 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 over and above the minimum
required by the Regulations.
18. 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, the Holding Company, and from any other offices held
by him in any Group Company without claim for compensation;
and
(b) immediately deliver to the Company all credit cards
motor-cars, keys, computer media and other property in
whatever form, of or relating to the business of the Company,
the Holding Company or of any other 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 18(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, the Holding Company or any other Group
Company.
19. 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 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.
20. 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 other 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;
(e) "Client" means any Person to whom the Company, the Holding
Company or any other 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;
(f) "Prospective Client" means any Person with whom the Company,
the Holding Company or any other 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.
(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-competition
the Executive shall not for a period of 6 months from the
Termination Date directly or indirectly be interested or
concerned in any business which is carried on in the Area and
which is competitive or likely to be competitive with the
Business being carried on at the Termination Date and with
which the Executive was actively involved during the 6 month
period ending on the Termination Date.
For this purpose, the Executive is concerned in a business if:
(a) he carries it on as principal or agent; or
(b) he is a partner, director, employee, secondee,
consultant or agent in, of or to any Person who
carries on the business; or
(c) subject to clause 13(1) above, he has any direct or
indirect financial interest (as shareholder or
otherwise) in any Person who carries on the business.
(2) 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 other 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 other Group Company as at the
Termination Date; or
(c) canvass or solicit business from any supplier of
the Company, the Holding Company or any other
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
other Group Company or otherwise interfere with
the relationship between such a supplier and the
Company, the Holding Company or any other Group
Company.
(3) 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 other Group Company who is engaged in any business
activity carried on by the Company, the Holding Company or any
other 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 other Group Company (whether or not this would be a breach
of contract by that employee for the purposes of being
involved in or engaged in the types of business referred to in
sub-clause 2(1) above).
(3) The restrictions in this clause 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, the Holding
Company or the Group.
(5) If the Executive is suspended from work under the provisions of clause
17, the Company may, at its sole discretion, agree that the period of
time during which the non-competition restriction contained in clause
20(2)(1) is enforceable, starts to run from the date of the suspension
and not from the Termination Date.
21. SEVERABILITY
If any of the provisions of this Agreement become invalid or
unenforceable for any reason by virtue of applicable law the remaining
provisions shall continue in full force and effect and the Company and
the Executive hereby undertake to use all reasonable endeavours to
replace any legally invalid or unenforceable provision with a provision
which will promise to the parties (as far as practicable) the same
commercial results as were intended or contemplated by the original
provision.
22. 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 or as subsequently
notified in writing 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.
23. STATUTORY INFORMATION
(1) The Schedule to this Agreement sets out information required to be
given to the Executive by the Employment Rights Xxx 0000.
24. 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 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 Company (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 1 February
1999. 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 not 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
JULIAN XXXXXXX XXXXXXXXX
in the presence of: .................................
.................................
Signature of Witness
.................................
Name of Witness
.................................
.................................
.................................
Address
.................................
Occupation
