DATED 3rd July 1996
SENETEK PLC (1)
XXXX XXXXXXX XXXXX (2)
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SUPPLEMENTAL AGREEMENT
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Trowers & Hamlins
0 Xxx Xxxxxx
Xxxxxxx'x Xxx
Xxxxxx XX0X 0XX
THIS AGREEMENT is made the 3rd day of July 1996
BETWEEN
(1) SENETEK PLC a company registered in England under Number 1759068 whose
registered office is situateD at 00 Xxxxxx Xxxxxx, Xxxxxx XX0X 0XX,
Xxxxxxx (the "Company"); and
(2) XXXX XXXXXXX XXXXX of 00 Xxxxxxxxx Xxxxx, Xxxxx, Xxxxxx XX00 0XX
(the "Executive").
WHEREAS
This Agreement is supplemental to an executive officer's agreement dated 11th
August 1995 between the Company and the Executive (the "Executive Agreement"), a
consultancy agreement dated 2nd March 1992 between the Company and the Executive
(the "Consultancy Agreement") and a letter dated 11th August 1995 from the
Company to the Executive in relation to the Consultancy Agreement (the
"Letter").
NOW IT IS HEREBY AGREED as follows:
1. The Company and the Executive hereby agree that upon expiry of the term
of the Executive Agreement (that is to say, on 1st September 1997) the
Company shall continue to employ the Executive for a period until 30th
September 1998 subject to and in accordance with the terms and
conditions of the Executive Agreement except that:
(a) During the period from 1st September 1997 to 30th September
1998 (the "Additional Period") the Executive shall, unless
prevented by ill-health, devote such time and attention to the
business of the Company as the Board may require, subject to a
maximum commitment of a total of fifty days during the
Additional Period (on such days as the Company and the
Executive may from time to time agree).
(b) To the extent that it may reasonably be necessary for the
Executive to devote more than fifty days service during the
Additional Period, the Executive may provide to the Company
details of the additional time expended and the nature of the
work undertaken and in such circumstances shall be entitled in
respect of such additional time worked to additional payment
at a rate pro rata to his basic remuneration in respect of the
Additional Period.
(c) The Executive shall be obliged to retire on 30th September
1998 and the Company shall not continue or extend the
Executive Agreement beyond that date.
(d) At the commencement of the Additional Period, the Executive
shall be entitled to a salary pro rata to the salary payable
to him immediately prior to 1st September 1997 and his salary
payable to him immediately prior to 1st September 1997 and his
salary during the Additional Period shall be subject to review
in accordance with Clause 3 of the Executive Agreement and
such salary shall be paid to the Executive irrespective of
whether or not the Company requires the Executive to work for
the entire 50 day period referred to above. For the avoidance
of doubt, during the Additional Period the Executive shall
continue to be entitled to all other benefits and entitlements
(except for the 4 weeks holiday entitlement) due to the
Executive under, pursuant to or in connection with the
Executive Agreement.
2. The Company and the Executive hereby agree that the references in the
Letter to the expiry of the term of the Executive Agreement shall be
construed as references to the expiry of the term of the Executive
Agreement as amended by this Agreement.
3. The Company and the Executive hereby agree that the Executive Agreement
shall be read and construed in accordance with the provisions of Clause
1 of this Agreement and in the event of any conflict between the
provisions of this Agreement and the Executive Agreement then this
Agreement shall prevail.
4. The parties hereby agree that the Executive Agreement as amended hereby
shall continue in full force and effect in accordance with its terms.
SIGNED by [X. XXXXX] for and )
and on behalf of SENETEK PLC ) /s/ Xxxxxx Xxxxx
in the presence of: )
Xxxxx X. Xxxxxxxxxx
0000 Xxxxxx Xxxxxx
Xx. Xxxxxxx, XX 00000
SIGNED by the said )
XXXX XXXXXXX XXXXX ) /s/ P. A. Xxxxx
in the presence of: )
2
Signature of Witness: /s/ Xxxxx Xxxxxxxxx
Full name of Witness: Xxxxx Xxxxxxxxx
Address: 0 Xxxxxxxx Xxxxx
Xxxxxx Xxxx
Xxxx XX00 0XX
Occupation: PA
3
SENETEK PLC
SENESCENCE TECHNOLOGY
00 XXXXXX XXXXXX, XXXXXX X0X0XX
(Registered Office)
Tel: 0000-000-0000 Fax: 0000-000-0000
August 11, 1995
Xxxx Xxxxx, Esq.
00 Xxxxxxxxx Xxxxx
Xxxxx, Xxxxxx XX00 0XX
Xxxxxxx
Dear Xx. Xxxxx:
We refer to the executive officer's agreement between Senetek PLC and yourself
dated September 1, 1989 (the "First Executive Officer's Agreement") and to the
consultancy agreement between us dated March 2, 1992 (the "Consultancy
Agreement").
As you are aware, the Consultancy Agreement was entered into between us in order
to take effect upon the expiry of the First Executive Officer's Agreement, with
effect from September 1, 1992. However, further to an earlier reconsideration of
these arrangements it has been agreed that the commencement date of the
Consultancy Agreement be deferred until the expiry of the term of the executive
officer's agreement dated 11th August 1995 made between Senetek PLC and yourself
(the "New Executive Officer's Agreement"), regardless of earlier termination
howsoever occasioned. Notwithstanding the foregoing, in the event that the New
Executive Officer's Agreement shall terminate prior to the end of its fixed term
by reason of your serving three months notice pursuant to Clause 2 of the New
Executive Officer's Agreement, the Consultancy Agreement shall commence on the
expiry of the said three month notice period. In the event that the New
Executive Officer's Agreement shall terminate prior to the end of its fixed term
by reason of termination pursuant to Clause 6 of the New Executive Officer's
Agreement, the Consultancy Agreement shall commence six months following the
date of termination.
Upon commencement, the Consultancy Agreement shall thereafter continue for a
period of three years from such date in accordance with its terms.
Please confirm your agreement to and acceptance of the above by signing and
returning the enclosed duplicate of this letter.
Yours sincerely, Accepted by:
/s/ Xxxxxx Xxxxx /s/ P. A. Xxxxx
____________________________ __________________________________
Chairman and Chief Executive P.A. Xxxxx
Officer For and on behalf of
Senetek PLC
