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EXHIBIT 10.22
SERVICE AGREEMENT
THIS AGREEMENT is made the 19th day of June 1984
BETWEEN
XXXXXX SCIENCES INC. a corporation organized and existing under the laws of the
state of Delaware U.S.A., of 000 Xxxxx Xxxxxx Xxxx, Xxx Xxxxx Xxxxxxxx, X.X.X.
(hereinafter called "Xxxxxx Inc.") of the first part
AND
XXXXXX SCIENCES PTY. LTD. of 00 Xxxxxx Xxxx, Xxxx Xxxx, 0000 (hereinafter
called "Xxxxxx Australia") of the second part
AND
XXXXXXX XXXX XXXXX of 0 Xxxxxxx Xxxxx, Xx. Xxxx Chase, 2075 (hereinafter called
"Xx. Xxxxx") of the third part
WHEREAS
A.______ Xx. Xxxxx is employed by Xxxxxx Australia as Managing Director and
Chief Operating Officer, Australia, New Zealand and South East Asia.
B.______ Xxxxxx Australia is a wholly owned subsidiary of Xxxxxx Inc.
C.______ The parties are desirous of setting forth their understanding of the
terms upon which Xx. Xxxxx will continue to be so employed.
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NOW IT IS AGREED between the parties as follows:-
1. Appointment and Term of Employment
Xxxxxx Australia shall employ Xx. Xxxxx and Xx. Xxxxx shall
serve Xxxxxx Australia as Managing Director and Chief Operating
Officer, Australia, New Zealand and South East Asia for the term
of 3 years from 1 March 1984. The predominant location of the
employment shall be Sydney. At the conclusion of the said term
of 3 years, the parties will renegotiate a renewal of Xx.
Xxxxx'x appointment.
2. Remuneration
By way of remuneration for his services Xx. Xxxxx shall be paid
by Xxxxxx Australia:-
(a) a salary of $80,000 per annum which salary shall be deemed
to accrue from day to day and shall be paid in instalments
on the 15th day of each month. Provided however that the
amount of the salary payable to Xx. Xxxxx shall be reviewed
by the Company each 1 July and 1 January during the term of
this Agreement (hereinafter called "the review dates").
On each review date the salary shall be increased in
accordance with the following formula:-
b
x = a x -
c
where
x is the adjusted salary;
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a is the salary applying immediately prior to adjustment;
b is the Index as at the applicable review date;
c is the Index as at the immediately previous review date, or, in the
case of the first review, the Index as at the date of this Agreement.
For the purposes of this paragraph:-
(i) "Index" means the all groups Consumer Price Index for Sydney
published by the Office of the Commonwealth Statistician of the
Australian Government. If publication of that Index is suspended or
discontinued or the method of calculation is materially changed, the
expression "Index" shall be defined by an appropriately qualified
statistician acceptable to all parties acting as an expert and with
due regard to the intention of the parties expressed herein.
(ii) References to the Index as at a particular date shall be references
to the last Index published on or before any such date.
Should the Index at the applicable review date be less than the Index as at
the immediately previous review date, no adjustment shall be made to the
salary.
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(b) An amount equivalent to 5% of that amount of before-tax profits of
less than $500,000 and 2-1/2% of that amount of before-tax profits over
$500,000 of Xxxxxx Australia for the 6 months prior to each review
date, such payment to be made within 30 days after each review date.
(c) Such further amounts as made be agreed upon between the parties.
3. Contribution to Superannuation
Xxxxxx Australia shall pay $7,500 each year to the Xxxxx Superannuation
Fund, such payment to be made on a date specified by Xx. Xxxxx.
4. Expenses
Xxxxxx Australia will reimburse Xx. Xxxxx for all reasonable travelling,
entertainment, legal and without limitation, all other expenses incurred by
him in connection with the business of Xxxxxx Australia or Xxxxxx Inc.
5. Vehicle
(a) Xxxxxx Australia will provide to Xx. Xxxxx a motor vehicle of a type
commensurate with the position of Managing Director which is not more
than 4 years old. The vehicle shall be for the exclusive use of Xx.
Xxxxx and Xxxxxx Australia shall pay all maintenance registration
repair and running costs and other expenses incurred in connection with
the vehicle and shall maintain the vehicle.
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(b) Alternatively should Xx. Xxxxx indicate at any time that he has
his own vehicle for company use, Xxxxxx Australia shall pay Xx.
Xxxxx a fee per kilometer sufficient to reimburse him on the
same basis as set out in paragraph 5 (a).
6. Termination
(a) Upon termination of Xx. Xxxxx'x employment for any reason Xxxxxx
Australia shall pay Xx. Xxxxx 12 months remuneration as
described in clause 2 hereof.
(b) Notwithstanding paragraph 6 (a) should Xx. Xxxxx'x employment be
terminated for any reason within 6 months after a change of
effective control of Xxxxxx Inc. or Xxxxxx Australia, Xxxxxx
Australia shall pay Xx. Xxxxx twice the award specified in
paragraph 6 (a), that amount to be paid on the date and in the
manner requested by Xx. Xxxxx.
(c) If Xx. Xxxxx voluntarily terminates his employment he will not
be employed by a known and recognized competitor of Xxxxxx
Australia or Xxxxxx Inc. for a period of 1 year after such
termination.
7. Governing Law
This Agreement shall be governed by and interpreted in all respects in
accordance with the laws of the State of New South Wales.
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IN WITNESS WHEREOF the parties have signed this Agreement on the date first
hereinbefore written.
SIGNED for and on behalf of )
XXXXXX SCIENCES INC. )
)
by XXXXXXX XXXXXX )
) /s/ Xxxxxxx Xxxxxx
a director of that company )
in the presence of:- )
)
)
)
[ SIG. ] )
SIGNED for and on behalf of )
XXXXXX SCIENCES PTY. LTD. )
)
by XXXXX XXXXXXXX )
) /s/ Xxxxx Xxxxxxxx
a director of that company )
in the presence of:- )
)
)
)
[ SIG. ] )
SIGNED by the said )
XXXXXXX XXXX XXXXX )
in the presence of:- )
) /s/ Xxxxxxx Xxxx Xxxxx
)
)
[ SIG. ] )
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DATED 1996
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BETWEEN
XXXXXX SCIENCES INC.
of the first part
AND
XXXXXX SCIENCES PTY. LTD.
of the second part
AND
XXXXXXX XXXX XXXXX
of the third part
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SERVICE AGREEMENT
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Xxxxxxxx & Xxxxxxxx,
Solicitors,
000 Xxxxxx Xxxxxx,
XXXXXX. N.S.W. 2000
DX: 000, Xxxxxx
Telex: AA73800
Ph: 20550
(AGRE3.JC:KC)
