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EXHIBIT 10.11
DATE MARCH 27, 1996
OCULAR SCIENCES LIMITED
-and-
XXXX XXXXXX
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SERVICE AGREEMENT
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Bristows Xxxxx & Carpunzel
00 Xxxxxxx'x Xxx Xxxxxx
Xxxxxx
XX0X 0XX
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SERVICE AGREEMENT
DATE 03/27, 1996
PARTIES:
(1) OCULAR SCIENCES LIMITED whose registered office is at 1 Yeoman Park,
Test Lane, Nursling, Southampton S0169TX ("the Company"); and
(2) XXXX XXXXXX of Xxxxx Xxxxx, Xxxx Xxxx, Xxxxxxxxxx, Xxxxx Xxxx, XX00 0X0
("the Employee")
1. INTERPRETATION
1.1 In this Agreement:-
"Board" means the board of Directors of the
Company or any authorised committee of
such board;
"Confidential Information" means all information (whether recorded
or not, and, if recorded, in whatever
form, on whatever media and by so
whomsoever recorded) relating to all or
any part of the business, assets,
activities, proposals, strategies,
services, financial affairs, processes,
products, suppliers, management or
administration of the Company or any
Group Company which is considered by the
company or any Group Company in its
total discretion to be confidential
including any information confidential
to a third party to
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which the Employee may have access
during his employment;
"Group Company" means any company which is at, or at any
time after, the date of this Agreement,
a subsidiary or a holding company of the
Company or any other subsidiary of any
such company as such terms are defined
in section 736 of the Companies Xxx 0000
including but not limited to OSI
Corporation, a California Corporation;
"Intellectual Property" means inventions, discoveries, designs
and improvements of any nature
whatsoever, trade marks, works in which
copyright does or may subsist;
1.2 References in this Agreement to the singular include the plural and
vice versa.
2. EMPLOYMENT
2.1 The Company employes the Employee and the Employee shall serve
as a director and chief executive of the Company and shall serve
OSI Corporation as Vice President of Manufacturing (UK and
Puerto Rico) and of the Process Development Group upon the terms
and conditions set out in this Agreement.
2.2 The employment of the Employee shall commence immediately after
termination of the Employee's employment with his previous
employer. This employment is not continuous with any previous
employment of the Employee. The employment shall continue
(subject to the provisions of Clause 15) and unless and until
either party serve on the other 12 months' notice
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of termination. The Company reserves the right to make a payment
in lieu of notice.
2.3 The Employee's normal retirement date shall be his 65th
birthday. The Company's right to terminate his employment upon
the last day of the calendar month in which such birthday falls
shall be at its total discretion.
2.4 The Employee warrants to the Company that in entering into and
performing his obligations under this Agreement he will not be
in breach of any terms and conditions (whether express or
implied) of any former employment or of any other obligations
binding upon him.
3. DUTIES
3.1 The Employee shall during his employment perform the duties and
exercise the powers required of him and commensurate with his
job title and described in Clause 2.1 above and as otherwise
assigned to him by the Board and generally shall serve the
company and OSI Corporations well and faithfully using his best
endeavours to promote and develop their interests and goodwill.
The Employee shall, unless prevented by ill-health or
incapacity, devote to his duties the whole of his time,
attention and abilities.
3.2 The Employee shall report to the President of OSI Corporation
from time to time or his nominated deputy. The Employee shall be
based at the Company's Hampshire office but will be required to
work from time to time at OSI Corporation's plant in Puerto
Rico. The Employee will also be required to travel from time to
time in the discharge of his duties.
3.3 The Employee shall not without the prior written consent of the
Company be directly or indirectly engaged or interested in any
other business, trade, vocation or employment or hold any
employment or other office in any
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company other than the Company or any Group Company.
Notwithstanding this the Employee shall be entitled during the
course of his employment (for passive investment purposes only)
to hold or be interested in securities representing not more
than five percent of the issued securities of any class of a
company any part of whose share or loan capital is quoted or
dealt with on the Stock Exchange or the Unlisted Securities
Market or any recognized investments exchange.
4. REMUNERATION
4.1 The Company shall pay to the Employee during the term of his
employment a salary at the rate of [Pounds]95,000.00
(ninety-five thousand pounds) per annum less deduction for PAYE
Income Tax and National Insurance Contributions and any other
deductions which the Company is required by law to make. Such
salary shall be deemed to accrue from day to day and shall be
paid in equal monthly instalments in arrears on the last day of
each month or the first working day after that and shall be
inclusive of any Employee's or other officer's fees payable to
the Employee.
4.2 The salary referred to in Clause 4.1 shall be reviewed every
year on or about 1st January but the Company undertakes no
commitment to increase it as a result of any such review.
5. BONUS
The Employee may be awarded an annual bonus up to a maximum of 40% of
basic salary on an annual basis at the total discretion of the Company
and OSI Corporation based on manufacturing goals and objectives and OSI
Corporation goals and objectives which will be outlined to the Employee
at the start of each fiscal year. The first year of employment shall be
a "partial fiscal year" in which objectives will be established within
60 days of the Employee's start date. The bonus for the partial
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fiscal year shall be pro rated as a percentage of the total year
multiplied by the bonus plan.
6. STOCK OPTIONS
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Participation in OSI Corporation Stock Option Plan will be at the
discretion of the Company and/or OSI Corporation and will be dealt with
separately.
7. EXPENSES
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The Company shall by way of reimbursement pay or procure to be paid to
the Employee all reasonable traveling, hotel and other expenses wholly
exclusively and necessarily incurred by him or about the performance of
his duties under this Agreement PROVIDED THAT the Employee provides
reasonable evidence of such expenditure if required by the Company in
accordance with the Company's travel policies.
8. COMPANY CAR
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8.1 The Company will supply the Employee with a motor car for his
use both on the business of the Company and for reasonable
private use. The car will be of a maximum contract hire cost of
$11,500 per annum (including maintenance) based on a three year
term and an annual mileage of 15,000. The Company shall pay all
expenses of repairing, maintaining, servicing and operating the
Employee's car.
8.2 The Employee's use of the car shall be governed by the
Company's car scheme. In particular he shall take good care of
the car and ensure that the provisions and conditions of any
insurance policy relating to it are observed and he shall return
the car and its keys to the Company at the address shown in this
Agreement (or any other place the Company may reasonably
nominate)
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immediately upon request or on the termination of this
employment however arising.
9. PENSIONS AND OTHER BENEFITS
The Company will contribute to a personal pension scheme (approved by
the Inland Revenue) of the Employee's choice a sum equal to 25% of the
Employee's basic salary per annum.
10. HOLIDAYS
10.1 The holiday year operates from January 1st to December 31st and
the Employee's entitlement will be 25 days per annum. For each
incomplete year, holiday will be pro-rata. 5 days holiday may be
carried forward, at the discretion of the President.
10.2 Should the Employee leave the Company during the year (other
than for reasons of misconduct), the Employee will receive
payment of any outstanding holiday entitlement for each full
calendar month worked. If, however, the Employee has taken more
holiday than his accrued entitlement, an appropriate deduction
will be made from the final payment.
11. INCAPACITY
If the Employee is prevented by illness or other like cause from
attending to his duties he shall be entitled to continue to receive his
salary from up to 26 weeks in each calendar year. Any sick pay for
absences in excess of this period shall be purely at the discretion of
the Company. This shall not affect the Employee's entitlement to
statutory sick pay in accordance with the Company's Employees handbook.
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12. INTELLECTUAL PROPERTY
12.1 If the Employee in the course of or connected with his
employment by the Company (whether alone or in conjunction with
any other employee or agent of the Company) shall create, make
or discover any Intellectual Property or make any improvement
upon or derivation from any existing work, whether or not the
Intellectual Property has, or is capable of, patent, registered
design, copyright, design right or other like protection, the
Employee shall
12.1.1 immediately disclose full details of such Intellectual
Property (including without limitation data, technical
information, formulae, computer programs and preparatory
design materials) to the Company, and
12.1.2 at the Company's expense do all such acts and execute
all such documents as may be necessary to vest all
rights in or relating to any such Intellectual Property
in the name of the Company with the intention that all
such rights shall (subject, in relation to patents to
any applicable provisions of the Patents Act 1977)
become the absolute property of the Company or its
nominee.
12.2 The Employee hereby waives any Moral Rights which may arise in
relation to such Intellectual Property by virtue of the
Copyright Designs and Patents Xxx 0000 or other similar
legislation.
13. CONFIDENTIALITY AND RELATED MATTERS
13.1 The Employee shall not, except in the proper performance of his
duties to both the Company or any Group Company, or in pursuance
of any obligation arising from any statutory enactment or order
of a competent court or tribunal during the period of this
Agreement or at any time after its termination (however
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arising) directly or indirectly make use of or divulge or
communicate to any third party any of the Confidential
Information of which he may have become possessed during his
employment save to the extent that any such information may be
in the public domain (other than as a result of any breach of
this Agreement by the Employee).
13.2 All materials, documents (including copies), disks, tapes and
other material (in whatever medium) held by the Employer
containing or referring to Confidential Information or relating
to the affairs and business of the Company or any Group Company
shall be the property of the Company or the relevant Group
Company and shall be delivered by him to the Company upon
request by the Company and, in any event, upon the termination
of this employment however arising.
14. RESTRICTIONS
14.1 The parties acknowledge that prior to his employment under this
Agreement, the Employee has not previously worked for any
company or undertaking nor been otherwise involved in such
company or undertaking involved in or advising on the
manufacture of contact lenses by a cast moulding process. The
parties further acknowledge that in view of the technical
sensitivity and commercial value of the technology the subject
matter of the Employee's employment under this Agreement, it is
appropriate and necessary for the following covenants to be
provided for the protection of the business of the Company and
any Group Company.
14.2 For the purposes of this Clause the following expressions shall
have the following meanings:-
14.2.1 "Competing Business" means any person, form or corporate
body involved in the manufacture of
contact
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lenses by a technique involving a
case moulding process;
14.2.2 "Date of Termination" means the date upon which the
employment terminates for whatever
reason;
14.3 The Employee will not without the prior written consent of the
Company (such consent only to be withheld so far as may
reasonably be necessary to protect the legitimate business
interest of the Company) during his employment or for a period
of 12 months from the Date of Termination assist, work for or
otherwise operate on behalf or for the benefit of any Competing
Business whether such activity be as employee, consultant,
adviser, shareholder, principal, agent, director or otherwise
howsoever, whether or not for financial reward. This restriction
shall be without prejudice to the obligations of the Employee
pursuant to the provisions of Clause 13 hereof.
15. TERMINATION OF EMPLOYMENT AND CONSEQUENCES
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15.1 The employment of the Employee may be terminated by the Company
without notice or payment in lieu of notice and without
liability for compensation or damages;
15.1.1 if the Employee is guilty of any gross default or
misconduct in connection with or affecting the business
of the Company or any Group Company;
15.1.2 in the event of any serious or repeated breach or
non-observance by the Employee of any stipulations
contained or referred to in this Agreement;
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15.1.3 if the Employee is of convicted of any 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);
15.1.4 if the Employee shall have been guilty of any other conduct
likely or intending to bring the Company or any Group Company
into disrepute;
15.1.5 if the Employee become bankrupt or makes any composition or
enters into any deed of arrangement with his creditors;
15.1.6 if the Employee shall become of unsound mind or a patient under
the Mental Health Xxx 0000.
15.2 In the event of termination of this employment for whatever reason:
15.2.1 the Employee shall at the request of the Company at any time
thereafter immediately resign from any office of the Company or
Group Company which he holds without claim for compensation and
in the event of his failure so to do the Company is irrevocably
authorized to appoint some person in his name and on his behalf
to sign and deliver such resignation;
15.2.2 the Employee shall not, without the consent of the Company at
any time thereafter represent himself to be connected with the
Company or any Group Company.
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16. DISCIPLINARY RULES AND GRIEVANCE PROCEDURES
16.1 The disciplinary rules for the Company's staff are set out in
the Company's staff handbook. The extent to which these apply to
the Employees of the seniority of the Employees is entirely at
the Company's discretion.
16.2 If the Employee has any grievance relating to his employment he
should raise this with the President who will then endeavour to
resolve the matter as quickly as possible.
17. CHOICE OF LAW AND ARBITRATION
17.1 The Employment of the Employee by the Company is governed by
and shall be construed in accordance with the laws of England.
17.2 The relationship between the Employee and OSI Corporation
arising from his officership of OSI Corporation as referred to
in Clause 2.1 above shall be governed by and construed in
accordance with the laws of the State of California, United
States of America.
17.3 The parties hereby submit to the jurisdiction of the English
Courts.
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Signed by the parties on the date appearing at the beginning of this Agreement.
SIGNED by )
duly authorised for and on behalf of )
OCULAR SCIENCES LIMITED ) /s/ XXXX X. XXXXX
in the presence of-
SIGNED by XXXX XXXXXX ) /s/ XXXX XXXXXX
in the presence of- ) /s/ X.X. XXXXX
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