Dated 1 October, 2021 Centessa Pharmaceuticals plc and David Grainger, PhD. SERVICE AGREEMENT
CERTAIN CONFIDENTIAL INFORMATION MARKED BY [***] HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL
STRICTLY PRIVATE AND CONFIDENTIAL
| Dated 1 October, 2021 | ||
and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, PhD. | ||
| SERVICE AGREEMENT | ||
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THIS AGREEMENT is entered into between the parties on 1 October, 2021
PARTIES
(1)[Centessa Limited a company incorporated and registered in England and Wales with company number 13040752 and whose registered office is at 3rd Floor ▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇ (the "Company"); and]
(2)▇▇▇▇▇ ▇▇▇▇▇▇▇▇, PhD. of ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (the "Executive").
AGREED TERMS
1.Definitions
1.1The following terms shall have the following meanings unless the context requires otherwise:
"Board" means the board of directors of the Company or any person or committee of the board duly appointed by it;
"Capacity" means as agent, consultant, director, employee, owner, partner, shareholder or otherwise;
"Commencement Date" means 1 October, 2021 or such other date as is mutually agreed between Company and the Executive in writing.
“Compensation Committee” means the compensation committee appointed by the Board from time to time and comprised of members of the Board.
"Confidential Information" means trade secrets, knowhow and information (whether or not recorded in documentary form, or stored on any magnetic or optical disk or memory) relating to the business, products, affairs and finances of any Group Company or any of their suppliers, customers, agents, shareholders or management, including (but not limited to): (a) business, financial or strategic information or plans; (b) technical data and know-how; (c) litigation, potential litigation or legal advice; (d) employment terms or pay of the Executive or others; (e) commercial terms with business partners; (f) products or services in the course of development; (g) processes or know-how; (h) details of any joint ventures, which (in each case) the Executive creates, develops, learns, receives or obtains in connection with the Executive’s employment before or after the date of this agreement, whether or not such information is marked confidential;
"Copies" means copies or records of any Confidential Information in whatever form (including, without limitation, in written, oral, visual or electronic form or on any magnetic or optical disk or memory and wherever located) including, without limitation, extracts, analysis, studies, plans, compilations or any other way of representing or recording and recalling information which contains, reflects or is derived or generated from Confidential Information;
"Garden Leave" means any period during which the Company has exercised its rights under clause 21;
"Group" means, together, the Company and all Group Companies;
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"Group Company" means the Company and any group undertaking (as such term is defined in section 1161(5) of the Companies Act 2006) of the Company in any jurisdiction from time to time;
"Intellectual Property Rights" means patents, rights to Inventions, copyright and related rights, trade marks, trade names and domain names, rights in get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, topography rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;
"Invention" means any invention, idea, discovery, development, improvement or innovation, whether or not patentable or capable of registration, and whether or not recorded in any medium;
"Permitted Investment" has the meaning given to it in clause 15.2; and
"Quoted Company Requirements" means (a) all legal and regulatory obligations, codes of practice and recommendations which apply to the Executive or any Group Company relating to transactions in securities, related party transactions and inside information (including the Company's share dealing policy); (b) the Financial Services and Markets Act 2000 and the Criminal Justice Act 1993, in each case as amended or superseded from time to time; and (c) as applicable, the securities laws of the United States, including but not limited to the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, and the Listing Rules of The Nasdaq Stock Market, each as amended from time to time; and
"Termination" means the termination of the Executive’s employment under this Agreement however caused, whether lawful or not, and "Termination Date" means the date of Termination.
1.2In this Agreement, unless the context otherwise requires:
1.2.1words in the singular include the plural and in the plural include the singular;
1.2.2any phrase introduced by the terms "including", "include", "in particular" or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms;
1.2.3the headings are inserted for convenience only and shall not affect its construction;
1.2.4reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension or re-enactment and includes any subordinate legislation for the time being in force made under it;
1.2.5the Schedules shall form part of this Agreement, shall have effect as if set out in full in the body of this Agreement and any reference to this Agreement includes the Schedules; and
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1.2.6reference to any regulator or other body includes a reference to any successor.
2.Term of Employment
2.1The Executive’s employment under the terms of this Agreement shall commence on the Commencement Date and shall continue, subject to the remaining terms of this Agreement, until terminated by either party giving the other not less than 6 months' prior notice in writing.
2.2The Executive’s period of continuous employment for the purposes of the Employment Rights Act 1996 will commence on the Commencement Date.
3.Pre-Conditions and Warranties
3.1The Executive’s employment under this Agreement is conditional upon:
3.1.1the Executive having produced to the Company for inspection original documents proving the Executive’s right to work lawfully in the United Kingdom; and
3.1.2the Company having obtained and being satisfied with the results of such written and/or oral references and such other background screening as the Company shall determine.
3.2 The Executive warrants that:
3.2.1all information provided to the Company by or on behalf of the Executive during the recruitment process is true, complete and not misleading;
3.2.2the Executive is entitled to work in the United Kingdom; and
3.2.3the Executive is not prevented by the terms of any agreement or court order from commencing employment with the Company on the Commencement Date and that there are no express or implied terms of any contract with (or other obligation to) any third party that could prevent or hinder the performance of the Executive’s duties to any Group Company.
3.3It is a condition of this employment that the Executive has and maintains during the course of this employment, valid United Kingdom immigration permission which permits the Executive to be employed by the Company in the role for which the Executive is employed. The Executive must notify the Company immediately if at any time the Executive does not meet this condition. The Executive must produce to the Company for inspection the documents proving this right to the Company’s satisfaction upon the Commencement Date and otherwise upon request.
3.4If the Executive is in breach of any of the warranties or fails to satisfy the conditions set out in this clause 3 then the Company shall be entitled to terminate the Executive’s employment summarily.
4.Duties
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4.1The Executive shall serve the Company as the Chief Innovation Officer of the Company reporting to the Chief Executive Officer or in such other role as the Board may reasonably determine.
4.2During the employment the Executive shall:
4.2.1devote the whole of their working time, attention and abilities to the business of the Company and any other Group Company for which the Executive is required to work from time to time except as set forth in Schedule 2;
4.2.2faithfully and diligently exercise such powers and perform such duties for each Group Company as may from time to time be assigned by the Company;
4.2.3comply with all reasonable and lawful directions given by the Board;
4.2.4promptly make such reports to the Board in connection with the affairs of each Group Company on such matters and at such times as are reasonably required;
4.2.5report their own wrongdoing and any wrongdoing or proposed or potential wrongdoing of any other employee, officer or consultant of any Group Company to the Board immediately on becoming aware of it;
4.2.6use their utmost endeavours to promote, protect, develop and extend the business of each Group Company;
4.2.7comply with their common law, statutory, regulatory and fiduciary duties;
4.2.8exercise the Executive’s powers jointly with such other person that the Company may appoint; and
4.2.9at all times conduct the business of each Group Company for which the Executive is responsible in a lawful and ethical manner.
5.Policies and Procedures
5.1The Executive will read and comply strictly with:
5.1.1any rules, policies and procedures that apply to each Group Company at all times;
5.1.2the Quoted Company Requirements;
5.1.3any other laws and regulations material to the conduct of the business of the Company or any Group Company.
5.2Although the Company’s rules, policies and procedures do not form part of this Agreement, failure to comply with them may result in disciplinary action up to and including dismissal.
5.3The Executive is aware of the Quoted Company Requirements and that a breach of the Quoted Company Requirements carries sanctions including criminal liability, disciplinary action by the Company (up to and including summary dismissal) and disciplinary action
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by the relevant regulatory authority. Due to the Executive's position the Executive shall be named on the Company's list of persons with access to inside information relating to the Company which may be made available to the relevant authorities
6.Place of Work
6.1The normal place of work of the Executive is the Executive’s home address from time to time, which is currently ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇. The Executive may be required from time to time to visit and work at such other locations and for such times as the Company considers necessary for the proper performance of the Executive’s duties.
6.2The Executive must notify the Company as soon as possible if the Executive plans to change home address.
6.3The Executive confirms they are not in breach of any covenant or agreement in doing work at home.
6.4Notwithstanding the foregoing, in the event that the Company establishes an office in London, the Executive may be required to work from the Company’s office in London.
6.5The Executive agrees to travel on any business of any Group Company (both within the United Kingdom and abroad) as may be required for the proper performance of the Executive’s duties.
6.6The Executive shall not be required to work outside the United Kingdom for any continuous period of more than one month.
7.Hours of Work
7.1The Executive shall work such hours as are required for the proper and efficient performance of their duties including the Company’s normal business hours which are 9am until 6pm from Monday to Friday.
7.2The Executive agrees that the limit on weekly working time contained in Regulation 4 of The Working Time Regulations 1998 does not apply because Regulation 20 applies to the Executive.
8.Salary
8.1The Executive shall be paid a basic salary of GBP 362,500 per annum subject to deductions required by law. The Executive’s salary shall accrue from day to day, shall be payable in equal monthly instalments in arrears on or about the last day of each month and shall include any director’s fees. [Note to ▇▇▇▇▇: The exchange rate used is the 90 days’ USD to GBP average (same approach as per your consultancy arrangement). This comes out at 0.724553.]
8.2The salary paid to the Executive may be reviewed annually on or around 1 January with the first such review to take place in January 2022. The Company is under no obligation to award an increase following a salary review.
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8.3The Company may deduct from the salary or any other sums payable to the Executive any money owed to any Group Company by the Executive. The Executive will reimburse the Company upon demand for the personal use of any Company credit card, any other unauthorised transactions entered into by the Executive or any overpayments made to the Executive.
8.4The Executive shall keep the terms of this Agreement including details of the Executive’s remuneration confidential.
9.Expenses
The Company shall reimburse any reasonable travel, hotel, entertainment and other out of pocket expenses wholly, exclusively and necessarily incurred by the Executive in the proper performance of the Executive’s duties under this Agreement subject always to the rules and policies of the Company from time to time and subject to the Executive providing receipts or other evidence of payment as the Company may require.
10.Annual Bonus
10.1The Company will pay to the Executive the sum of GBP 72,500 as an initial and one-off signing bonus payment (the “Signing Bonus”), subject to the conditions at clause 10.4 below and, for the avoidance of doubt, less applicable deduction of tax and national insurance contributions, within one month of the Commencement Date. If, during the 12 months following the Commencement Date, the Executive resigns or the employment is terminated by the Company in accordance with clause 20.1 (in each case, whether or not notice of termination pursuant to clause 2.1 is given), the Executive shall repay to the Company forthwith upon its demand the net amount of the Signing Bonus which he received after the application of tax and employee national insurance contributions withholdings through PAYE.
10.2The Executive shall be entitled to participate in an annual bonus plan on such terms and with such individual, team or corporate targets as the Board or the Compensation Committee may communicate from time to time which shall provide the Executive with an opportunity to be considered each year for a bonus equivalent to up to 40% of the Executive’s basic salary (or a pro rata amount in their first year). The Board or the Compensation Committee shall be entitled to determine whether such targets have been met and where such targets have been met in full or part shall have a discretion to determine whether to make payments and, if so, in what amount and when.
10.3The Board or the Compensation Committee may suspend, alter or discontinue any bonus payment(s) or any bonus plan and its eligibility requirements at any time (whether generally or in relation to the Executive only) at its absolute discretion. If the Executive receives any bonus payment the Company is not obliged to make any further bonus payments and any bonus payment will not become part of the Executive's contractual remuneration or fixed salary.
10.4In order to be eligible to receive a bonus payment, the Executive must be in the Company's employment and not under notice, given or received on the date that the bonus is paid. Bonus entitlement does not accrue in the course of a year, and the Executive is not entitled to payment of a bonus, or any pro rata portion of it, if the Executive leaves employment prior to the date that the bonus is paid. The Executive shall not be eligible to be considered for any bonus nor shall any bonus be paid if the
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Executive is subject to any disciplinary action or investigation at the date any bonus is being considered and/or at the bonus payment date (as applicable) although the Company may reconsider the matter upon the conclusion of the disciplinary action or investigation in question.
11.Pensions
11.1The Company intends to comply with the employer pension duties in respect of the Executive in accordance with Part 1 of the Pensions Act 2008.
11.2The Executive’s participation in the Company’s pension arrangements is subject to the rules of the relevant scheme and the statutory requirement as each are varied from time to time. In particular the Company reserves the right to change the scheme provider, the funds available, the charging structure and the default fund from time to time.
12.Holidays
12.1The Executive shall be entitled to 25 days' paid holiday in each holiday year together with the usual public holidays in England to be taken at times convenient to the Company and authorised in advance.
12.2The Company's holiday year runs between 1 January and 31 December. If the Executive’s employment commences or terminates part way through a holiday year, the Executive's entitlement during that holiday year shall be calculated on a pro rata basis rounded up to the nearest whole day.
12.3The Executive shall have no entitlement to any payment in lieu of accrued but untaken holiday except on Termination. The amount of such payment in lieu shall be 1/260th of the Executive's salary for each untaken day of entitlement.
12.4If on Termination the Executive has taken in excess of their accrued holiday entitlement, the Company shall be entitled to recover from the Executive by way of deduction from any payments due to the Executive or otherwise, one day's pay for each excess day calculated at 1/260th of the Executive’s salary.
12.5If either party has served notice to terminate the employment, the Company may require the Executive to take any accrued but unused holiday entitlement during the notice period. Any accrued but unused holiday entitlement shall be deemed to be taken during any period of Garden Leave.
13.Sickness
13.1The Executive will be entitled to statutory sick pay in accordance with the prevailing rules of the statutory sick pay scheme. Any further payments will be discretionary, non-contractual and may be discontinued at any time.
13.2The Executive must comply with the Company’s sickness absence notification procedures. Any period of absence of up to five days may be self-certified and any period of absence of more than five days must be supported by doctor’s certificate.
13.3The Executive consents to undergo a medical examination by a doctor nominated by the Company at the Company’s request and expense. The Executive agrees that any report
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produced in connection with any such examination may be disclosed to the Company and the Company may discuss the contents of any such report with the relevant doctor.
13.4The rights of the Company to terminate the Executive’s employment under the terms of this Agreement apply even when such termination would or might cause the Executive to forfeit any entitlement to sick pay, permanent health insurance or other benefits.
14.Directorships
14.1The Executive shall, if requested by the Company during the employment, serve as director of any Group Company as required by the Company from time to time. If so appointed, the Executive will:
14.1.1comply with the articles of association (as amended from time to time) of any Group Company of which the Executive is a director or otherwise responsible; and
14.1.2not do anything that would cause the Executive’s disqualification as a director.
14.2On Termination or at any time at the Company’s request, the Executive shall:
14.2.1immediately resign, without any claim for compensation, from any directorships in any Group Company; and
14.2.2transfer to the Company or as it may direct, without payment, any shares or other securities held by the Executive in any Group Company, which are held as a nominee or trustee for or for the benefit of, any Group Company and deliver to the Company the related certificates and do all acts or things necessary to give effect to the same.
14.3Except with the prior approval of the Board or as required by this Agreement the Executive shall not resign as a director of any Group Company.
14.4By way of security for the Executive’s obligations under this Agreement, the Executive hereby irrevocably appoints the Company to be their attorney to execute and do any such instrument or thing and generally to use the Executive’s name for the purpose of giving the Company or its nominee the full benefit of clause 14.
15.Outside Activities and Interests
15.1The Executive shall not during the employment except as a representative of the Company or with the prior written approval of the Board’s Compensation Committee (whether directly or indirectly, paid or unpaid) or as set forth in Schedule 2, be employed, engaged, concerned or interested in any other actual or prospective business, organisation, occupation or profession.
15.2Nothing in this Agreement shall prevent the Executive from holding an investment by way of shares or other securities to in any entity listed or dealt on a recognised stock exchange (a “Permitted Investment”) provided always that during the term of the employment the Permitted Investment shall not constitute more than 3% of the issued share capital of the entity concerned and the Executive complies with the Quoted Company Requirements.
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16.Confidential Information
16.1Without prejudice to the Executive’s common law and fiduciary duties, the Executive shall not during employment or at any time after Termination and whether for their own benefit or for the benefit of any third party:
16.1.1use any Confidential Information; or
16.1.2disclose any Confidential Information to any person, company or other organisation whatsoever,
except in the proper course of their duties, as required by law or as authorised by the Board in writing.
16.2The Executive shall be responsible for protecting the confidentiality of the Confidential Information and shall use best endeavours to prevent the misuse of Confidential Information by others.
16.3All Confidential Information and Copies shall be the property of the Company and the Executive shall not make any Copies save in the proper course of their employment.
16.4Save as authorised by the Board, the Executive shall not make or publish any comment regarding to the business of any Group Company or any of its current or former employees or directors to the media (including on social media).
17.Whistleblowing
17.1It is the duty of the Executive to report to the Board any material breach by any Group Company of their legal obligations of which the Executive is aware. Concerns should be reported, in writing, to the CEO or the Board.
17.2Whilst it is the Company’s clear policy to operate in an ethical and lawful manner and to ▇▇▇▇▇▇ an environment which facilitates the internal reporting of matters of concern for the avoidance doubt nothing in this Agreement prevents the Executive from making a "protected disclosure" within the meaning of Part 4A (Protected Disclosures) of the Employment Rights Act 1996 nor from reporting any regulatory breaches to any regulator or from reporting any criminal conduct to the relevant authorities.
18.Intellectual Property
18.1The Executive shall disclose to the Company details of all Inventions and of all works embodying Intellectual Property Rights made solely or jointly with others at any time in the course of employment which relate to, or are capable of being used in, the business of any Group Company whether or not in the course of their ordinary duties and whether or not made in working time (together, the “Company IP”). The Executive acknowledges that all Intellectual Property Rights subsisting (or which may in the future subsist) in such Company IP shall automatically, on creation, vest in the Company absolutely. To the extent that the Company IP does not vest automatically in the Company the Executive hereby assigns all right, title and interest in the Company IP to the Company with full title guarantee by way of a present assignment of all future rights and shall otherwise hold them on trust for the Company. The Executive agrees promptly to execute all documents
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and to do all acts as may, in the opinion of the Company, be necessary or desirable to give the Company full benefit of this clause.
18.2The Executive irrevocably waives all “moral rights” under the Copyright, Designs and Patents Act 1988 (and, to the fullest extent permitted by law, all similar rights in other jurisdictions) which the Executive has or will have in any Company IP.
19.Payment in Lieu of Notice
19.1The Company may, in its sole and absolute discretion, terminate the Executive’s employment under this Agreement at any time and with immediate effect by notifying the Executive that the Company is exercising its right under this clause 19 and that it will make a payment in lieu of notice ("▇▇▇▇▇") to the Executive. The Executive’s employment will terminate immediately and any ▇▇▇▇▇ due to the Executive in accordance with the provisions of this clause 19 will be paid within 28 days. The ▇▇▇▇▇ will be equal to the basic salary (as at the Termination Date) which the Executive would have been entitled to receive under this Agreement during the notice period referred to at clause 2 (or, if notice has already been given, during the remainder of the notice period) less deductions required by law.
19.2The Executive shall have no right to receive a ▇▇▇▇▇ unless the Company has exercised its discretion in clause 19.1.
19.3Notwithstanding clause 19.1, the Executive shall not be entitled to any ▇▇▇▇▇ if the Company would otherwise have been entitled to terminate the Executive’s employment under this Agreement without notice in accordance with clause 20. In that case the Company shall also be entitled to recover from the Executive any ▇▇▇▇▇ already made.
19.4Notwithstanding anything to the contrary herein, the following provisions apply to the extent the Executive is subject to U.S. income tax and the ▇▇▇▇▇ provided herein is subject to Section 409A of the U.S. Internal Revenue Code (the “Code”) and the regulations and other guidance thereunder and any state law of similar effect (collectively “Section 409A”). The ▇▇▇▇▇ shall not commence until the Executive has had a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder). Each instalment of the ▇▇▇▇▇ is a separate “payment” for purposes of Treas. Reg. Section 1.409A-2(b)(2)(i), and the ▇▇▇▇▇ is intended to satisfy the exemptions from application of Section 409A provided under Treasury Regulations Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9). However, if such exemptions are not available and the Executive is, upon separation from service, a “specified employee” for purposes of Section 409A, then, solely to the extent necessary to avoid adverse personal tax consequences under Section 409A, the timing of the ▇▇▇▇▇ shall be delayed until the earlier of (i) six (6) months and one day after the Executive’s separation from service, (ii) the Executive’s death or (iii) such earlier date as permitted under Section 409A without the imposition of adverse taxation. Upon the first business day following the expiration of such applicable Section 409A period, all payments deferred pursuant to this paragraph shall be paid in a lump sum to the Executive, and any remaining payments due shall be paid as otherwise provided herein or in the applicable agreement. No interest shall be due on any amounts so deferred. The parties acknowledge that the exemptions from application of Section 409A to the ▇▇▇▇▇ are fact specific, and any later amendment of this Agreement to alter the timing, amount or conditions that will trigger payment of the ▇▇▇▇▇ may preclude the ability of the ▇▇▇▇▇ provided under this Agreement to qualify for an exemption. To the extent that
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the ▇▇▇▇▇ or other benefits are deferred compensation under Section 409A, and are not otherwise exempt from the application of Section 409A, then, if the period during which the Executive may consider and sign the Release spans two calendar years, the payment of such severance payments and benefits will not be made or begin until the later calendar year. It is intended that this Agreement shall comply with the requirements of Section 409A, and any ambiguity contained herein shall be interpreted in such manner so as to avoid adverse personal tax consequences under Section 409A. Notwithstanding the foregoing, the Company shall in no event be obligated to indemnify the Executive for any taxes or interest that may be assessed by the Internal Revenue Service pursuant to Section 409A of the Code to payments made pursuant to this Agreement.
19.5For the purpose of this clause 19, “Release” means any settlement agreement or waiver that the Company requires the Executive to sign to receive the ▇▇▇▇▇ or any other severance payments or benefits (if any).
20.Termination Without Notice
20.1The Company may terminate the Executive’s employment under this Agreement with immediate effect without notice and with no liability to make any further payment to the Executive (other than in respect of amounts accrued at the Termination Date) if in the reasonable opinion of the Board the Executive:
20.1.1is guilty of gross misconduct; or
20.1.2commits any serious or repeated breach or non-observance of any of the provisions of this Agreement or refuses to comply with any reasonable and lawful directions of the Company; or
20.1.3is grossly negligent or grossly incompetent in the performance of their duties; or
20.1.4is declared bankrupt or makes any arrangement with or for the benefit of their creditors or has a county court administration order made under the County Court Act 1984; or
20.1.5is convicted of any criminal offence (other than an offence under any road traffic legislation in the United Kingdom or elsewhere for which a fine or non-custodial penalty is imposed); or
20.1.6has breached the Quoted Company Requirements; or
20.1.7is disqualified from acting as a director or resigns as a director from the Company or any Group Company without the prior written approval of the Board; or
20.1.8commits any material breach of the Company’s policies or procedures; or
20.1.9is no longer eligible to work in the United Kingdom; or
20.1.10is guilty of any fraud or dishonesty or acts in any manner which brings or is likely to bring the Executive or any Group Company into disrepute or is materially adverse to the interests of any Group Company.
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20.2The rights of the Company under clause 20.1 are without prejudice to any other rights that it might have at law to terminate the Executive’s employment or to accept any breach of this Agreement by the Executive as having brought the Agreement to an end. Any delay by the Company in exercising it rights to terminate shall not constitute a waiver thereof.
20.3The Company may suspend the Executive from any or all of the Executive’s duties during any period in which the Company is investigating any disciplinary matter involving the Executive or while any disciplinary procedure or regulatory investigation is outstanding. Any such suspension shall not constitute disciplinary action. During any period of suspension, the Company may impose the same conditions that apply to Garden Leave.
21.Garden Leave
21.1Following service of notice to terminate the employment by either party, or if the Executive purports to terminate the employment in breach of contract, the Company may by written notice place the Executive on Garden Leave for the whole or part of the remainder of the employment.
21.2During any period of Garden Leave:
21.2.1the Company shall be under no obligation to provide any work to the Executive and may revoke any powers the Executive holds on behalf of any Group Company;
21.2.2the Company may require the Executive to carry out alternative duties or to only perform such specific duties as are expressly assigned to the Executive, at such location (including the home of the Executive) as the Board may reasonably decide;
21.2.3the Company may appoint another person to carry out the Executive’s normal duties;
21.2.4the Executive shall continue to receive their basic salary but shall not be entitled to receive any bonus or other incentive in respect of the period of Garden Leave;
21.2.5the Executive shall remain an employee of the Company and bound by the terms of this Agreement (including any implied duties of good faith and fidelity);
21.2.6the Executive shall be contactable during each working day (except during any periods taken as holiday in the usual way);
21.2.7the Company may exclude the Executive from any premises of any Group Company, require the Executive to return any Group Company property and remove the Executive’s access from some or all of its information systems; and
21.2.8the Company may require the Executive not to contact or deal with (or attempt to contact or deal with) any officer, employee, consultant, client or other business contact of any Group Company as it may reasonably determine.
21.2.9
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22.Continuing Obligations
22.1For purposes of this Agreement, the obligations in this clause 22 and those that arise in the Post Termination Restrictions in Schedule 1 and any other agreement relating to confidentiality, assignment of inventions, or other restrictive covenants shall collectively be referred to as the “Continuing Obligations”.
22.2Third Party Agreements and Rights. The Executive hereby confirms that he is not bound by the terms of any agreement with any previous employer or other party which restricts his engagement in any business in any way, other than confidentiality restrictions (if any). The Executive represents to the Company that his execution of this Agreement, his employment with the Company and the performance of his proposed duties for the Company will not violate any obligations he may have to any such previous employer or other party. In the Executive’s work for the Company, he will not disclose or make use of any information in violation of any agreements with or rights of any such previous employer or other party, and he will not bring to the premises of the Company any copies or other tangible embodiments of non-public information belonging to or obtained from any such previous employment or other party.
22.3Litigation and Regulatory Cooperation. During and after the Executive’s employment, he shall cooperate fully with the Company in (i) the defence or prosecution of any claims or actions now in existence or which may be brought in the future against or on behalf of the Company which relate to events or occurrences that transpired while he was employed by the Company, and (ii) the investigation, whether internal or external, of any matters about which the Company believes he may have knowledge or information. The Executive’s full cooperation in connection with such claims, actions or investigations shall include, but not be limited to, being available to meet with legal representatives to answer questions or to prepare for discovery or trial and to act as a witness on behalf of the Company at mutually convenient times. During and after the Executive’s employment, he also shall cooperate fully with the Company in connection with any investigation or review of any federal, state or local regulatory authority as any such investigation or review relates to events or occurrences that transpired while he was employed by the Company. The Company shall reimburse the Executive for any reasonable out of pocket expenses incurred in connection with his performance of obligations pursuant to this clause 22.3.
22.4Relief. The Executive agrees that it would be difficult to measure any damages caused to the Company which might result from his breach of any of the Continuing Obligations, and that in any event money damages would be an inadequate remedy for any such breach. Accordingly, the Executive agrees that if he breaches, or propose to breach, any portion of the Continuing Obligations, the Company shall be entitled, in addition to all other remedies that it may have, to an injunction or other appropriate equitable relief to restrain any such breach without showing or proving any actual damage to the Company.
23.Obligations Upon Termination
23.1On Termination or, if earlier, at the start of a period of Garden Leave following the service of notice or purported Termination by the Executive, the Executive shall:
23.1.1immediately deliver to the Company all documents, books, materials, records, correspondence, papers, Copies, Confidential Information and other business information (on whatever media and wherever located) relating to the business or affairs of any Group Company or its business contacts, any keys and any other
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property of any Group Company, which is in the Executive’s possession or control;
23.1.2irretrievably delete any information relating to the business of any Group Company stored on any magnetic or optical disk or memory (including on any personal computer, personal device, personal email account or web account), and all matter derived from such sources which is in their possession or under their control outside the premises of the Company;
23.1.3provide a signed statement confirming full compliance with the obligations under clauses 23.1.1 to 23.1.2 together with such reasonable evidence of compliance as the Company may request.
24.Post Termination Restrictions
Schedule 1 shall take effect.
25.Statutory Particulars
25.1The Executive is subject to the Company's disciplinary and grievance procedures, copies of which are available upon request although the Board reserves the right to deviate from these procedures in light of the Executive’s seniority. These procedures do not form part of the Executive's contract of employment.
25.2If the Executive wishes to raise a grievance or appeal a disciplinary decision the matter should be raised in writing with the Board.
25.3There is no collective agreement which affects the Executive’s employment or this Agreement.
25.4The Company does not impose any mandatory training requirements in relation to the Executive (except to keep up with any professional training obligations). Details of the Company’s policies regarding the provision of training are available from the Human Resources Department.
25.5The Company intends to comply with its statutory obligations regarding time off of work for example relating to family leave, domestic incident leave, jury and military service. There is no right to paid time off but the Company may exercise its discretion in relation to short term absences.
26.Workplace Privacy
26.1The Executive’s attention is drawn to the Company’s Privacy Notice which is available upon request from the CEO or Board.
26.2The Executive consents to the Company monitoring their communication and electronic equipment including, without limitation, the Company's telephone, chat and e-mail systems, information stored on the Company's computer equipment (including all electronically stored information that is the property of the Company), recordings from the Company's closed circuit television cameras and any other computer equipment or other device used by the Executive in the performance of their duties.
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27.General
27.1The Executive will, at the request of the Company at any time after the Termination Date, co-operate and provide assistance to any Group Company in any internal investigation, administrative, regulatory, quasi-judicial proceedings or any threatened or actual litigation concerning any Group Company where the Executive is aware of any facts or other matters which the Company reasonably considers is relevant to such process or legal proceedings (including, but not limited to, giving a candid and accurate account of events, giving statements/affidavits, meeting with their legal and other professional advisers, attending any legal hearing and giving evidence) and shall not cooperate with or otherwise give any information to any other party unless legally required to do so in which case the Executive will (so far as they are legally permitted to do so give advance notice to the Company. The Company will pay any reasonable expenses for which receipts and other supporting documents are provided to the reasonable satisfaction of the Company and provided any expense is authorised in advance by the Company).
27.2If the Executive’s employment is terminated at any time by reason of any reconstruction or amalgamation of any Group Company, whether by winding up or otherwise, and the Executive is offered employment with any concern or undertaking involved in or resulting from the reconstruction or amalgamation on terms which (considered in their entirety) are no less favourable to any material extent than the terms of this Agreement, the Executive acknowledges and agrees that there shall be no claim against the Company or any undertaking arising out of or connected with such termination.
27.3This clause applies if the Executive subscribes for or is awarded shares in the Company or any Group Company or participates in any share option, restricted share, restricted share unit, long term incentive, carried interest, co-invest or any other form of profit sharing, incentive, bonus or equity plan or arrangement (each, an "Incentive") or may do so. Upon Termination, the Executive's rights (if any) in respect of each Incentive shall be solely determined by the articles of association, rules or other documents governing each Incentive which are in force on the Termination Date and the Executive hereby irrevocably waives all claims or rights of action in respect of the loss of any rights or benefits under or in respect of any Incentive granted or not yet granted to the Executive (including any loss relating to the lapse of, or their ineligibility to exercise, any share options, the value of any shares, the operation of any compulsory transfer provisions or the operation of any vesting criteria).
27.4A notice given to a party under this Agreement shall be in writing in the English language and signed by or on behalf of the party giving it. It shall be delivered by hand or sent to the party at the address given for that party in this Agreement, in the case of the Executive to their personal email address or as otherwise notified in writing to the other party. A notice given by email shall be deemed to take effect one hour after it is sent, a notice sent by first class post shall be deemed to take effect on the next working day and notice sent by courier upon delivery at the address in question. A notice required to be given to the Company under this Agreement shall not be validly given if sent by email.
27.5This Agreement and any document referred to in it constitutes the entire agreement between the parties and supersedes and extinguishes all previous discussions, correspondence, negotiations, drafts, agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter, including but not limited to the offer letter from the Company to the Executive.
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27.6The Executive agrees that in entering into this Agreement the Executive does not rely on and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not expressly set out in this Agreement. The Executive waives any claim for innocent or negligent misrepresentation or negligent misstatement including in respect of any statement set out in this Agreement.
27.7No variation or agreed termination of this Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives). If the Executive commences employment or continues in employment without executing a copy of this Agreement and fails to object within one month of the Commencement Date then the Executive will be deemed to have agreed to its terms.
27.8The Executive shall not be contractually entitled to receive any benefit from the Company which is not expressly provided for by this Agreement.
27.9This Agreement may be executed in any number of counterparts, each of which, when executed and delivered, shall be an original, and all the counterparts together shall constitute one and the same agreement.
27.10The Contracts (Rights of Third Parties) Act 1999 shall only apply to this Agreement in relation to any Group Company. No person other than the parties to this Agreement and any Group Company shall have any rights under it and it will not be enforceable by any person other than those parties.
27.11This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England.
27.12Each party irrevocably agrees that the courts of England shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).
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Executed and delivered as a Deed by the Executive and executed as an Agreement under hand by the Company on the date stated at the beginning of this Agreement.
Signed by ………………………………….. for and on behalf of [Centessa Limited] | /s/▇▇▇▇▇▇▇ ▇▇▇▇ Signature | |||||||
Signed as a deed by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, PhD. in the presence of: | /s/▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Signature | ||||
..................................... Witness’s Signature | |||||
Name of witness Address of witness Occupation of witness | ....................................... ....................................... ....................................... ....................................... ....................................... | ||||
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SCHEDULE 1
POST TERMINATION RESTRICTIONS
(1)In this Schedule, the following terms not otherwise defined in the Agreement shall have the following meanings unless the context requires otherwise:
"Look Back Period" the period of 12 months before the Termination Date;
"Restricted Business" those parts of the business of the Company and any Group Company with which the Executive was either:
(a)involved to a material extent; or
(b)privy to Confidential Information,
in each case during the Look Back Period.
"Restricted Person" anyone employed or engaged by or otherwise working for the benefit of the Company or any Group Company and either the Executive:
(a)personally dealt to any material extent; or
(b)was privy to Confidential Information,
in each case during the Look Back Period.
(2)In order to protect the Confidential Information, trade secrets and business connections of the Company and each Group Company to which the Executive has access as a result of the employment, the Executive covenants with the Company (for itself and as trustee and agent for each Group Company) that the Executive shall not:
(a)for six (6) month(s) after the Termination Date, in the course of any business concern, offer to employ or engage or otherwise endeavour to entice away from the Company or any other Group Company any Restricted Person; or
(b)for six (6) month(s) after the Termination Date, in the course of any business concern which is in competition with any Restricted Business, employ or engage or otherwise facilitate the employment or engagement of any Restricted Person, whether or not such person would be in breach of contract as a result of such employment or engagement; or
(c)for six (6) month(s) after the Termination Date, be employed by, work for the benefit of, engaged by, interested in or concerned with any business concern which is (or intends to be) in competition with any Restricted Business for the purposes of providing services the same as or similar to those he/she provided to the Company or any Group Company save that, in the event the Executive is employed by Medicxi Ventures or a fund of Medicxi Ventures, this paragraph (2)(c) shall be limited to not competing with the Company or any Group Company only on the same mechanisms of action being pursued by the Company or a Group Company; or
(3)The Executive covenants with the Company (for itself and as trustee and agent for each Group Company) that the Executive shall not at any time after the Termination Date,
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represent any connection with any Group Company in any Capacity, other than as a former employee, or use any registered business names or trading names associated with any Group Company.
(4)None of the restrictions in this Schedule shall prevent the Executive from holding a Permitted Investment.
(5)The restrictions imposed on the Executive by this Schedule apply to the Executive acting:
(a)directly or indirectly; and
(b)in any Capacity, on their own behalf or on behalf of, or in conjunction with, any firm, company or person.
(6)The periods for which the restrictions in paragraph (2)(a) to (c) above apply shall be reduced by any period that the Executive spends on Garden Leave immediately before the Termination Date.
(7)If the Executive receives an offer to be involved in a business concern in any Capacity during employment, or before the expiry of the restrictions set out in paragraph (2) above, the Executive shall give the person making the offer a copy of this Schedule and shall tell the Company the identity of that person as soon as possible after accepting the offer.
(8)Each sub-paragraph 2(a) to 2(c), each definition set out in this Schedule, each limb of each such definition and each operative word within each sub-paragraph or definition is agreed to be a separate and severable restriction, notwithstanding that they are combined together for the sake of brevity. The parties agree that if any such restrictions shall be held to be void but would be valid if part of: (a) the wording of such restriction were deleted, such restriction shall apply with such deletion (including but not limited to a single word or words) as may be necessary to make it valid or effective; and (b) the wording of any definition were deleted, such restriction shall apply with such deletion as may be necessary to make it valid or effective but the deletion in that definition shall not apply to any other restriction, so that each definition is deemed to be repeated each time it is used. The parties agree that if any such restrictions shall be held to be void on account of its duration, the duration of each restriction shall take effect as if reduced by a month, until the resulting period shall be valid and enforceable.
(9)If the employment of the Executive is transferred to any firm, company, person or entity other than a Group Company (the "New Employer") pursuant to the Transfer of Undertakings (Protection of Employment) Regulations 2006, the Executive will, if required, enter into an agreement with the New Employer containing post termination restrictions corresponding to those restrictions in this Schedule, protecting the confidential information, trade secrets and business connections of the New Employer.
(10)The Executive enters into each of the restrictions in this Schedule for the benefit of the Company on its own behalf and as trustee for each Group Company. The Executive will, at the request and expense of the Company, enter into a separate agreement with any Group Company in which the Executive agrees to be bound by restrictions corresponding to those restrictions in this Schedule in relation to that Group Company.
(11)The Executive acknowledges that if the Executive breaches the restrictions set out in this Schedule the Company will suffer irreparable loss, damages will not be an adequate remedy and the Company should be entitled to injunctive relief.
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SCHEDULE 2
[***]
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