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EXHIBIT 10.7
Dated 13 July 1995
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(1) PROTEUS INTERNATIONAL PLC
(2) XXXXXXXXXX X XXXXX
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SERVICE AGREEMENT
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AN AGREEMENT made the 13th day of July One thousand nine hundred and ninety five
BETWEEN:
(1) PROTEUS INTERNATIONAL PLC whose registered office is at Proteus House, Lyme
Xxxxx Xxxxxxxx Xxxx, Xxxxxxxxxxxx, Xxxxxxxx, XX00 OTL ("the Company") and
(2) XXXXXXXXXX X XXXXX of Cherry Tree House, 35 Oldfield Way, Heswall, Wirral
("the Director")
WHEREBY IT IS AGREED as follows:-
DUTIES
1. The Company shall employ the Director and the Director shall serve the
Company as Finance Director of the Company to carry out such duties for the
Company and any Affiliate as the Board may direct commensurate with his
status or in such other capacity as may from time to time be mutually
agreed upon and subject to the following terms and conditions.
TERM
2. The employment hereunder shall, subject to earlier termination as
hereinafter provided, be for an initial fixed term of one year terminable
on the first anniversary of the date hereof or at any time thereafter by
the Director giving not less than six months' notice in writing or by the
Company giving not less than 12 months' notice in writing.
PLACE OF BUSINESS
3. The principal place of employment of the Director shall be at the Company's
offices at Macclesfield. The Company reserves the right to transfer the
Director at any time to a new place or places of employment but any
relocation to such place or places of employment more than fifteen miles
from the Company's offices specified above would follow agreement between
the Company and the Director.
REMUNERATION
4.(a) The remuneration of the Director shall be a fixed salary (which shall
accrue from day to day) at the rate of pound sterling 45,000 per annum
(inclusive of any directors' fees payable to him under the Articles of
Association of the Company) payable by equal monthly instalments on the
28th day of every month.
(b) The fixed salary payable to the Director hereunder shall be reviewed by the
Board on or about 1st January in each year that this Agreement remains in
force by the Board with a view to increasing the same but any increase
shall be in its absolute discretion.
(c) On any alteration in the amount of such fixed salary the amount of such
fixed salary following such alteration shall be endorsed by the parties in
the First Schedule hereto.
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(d) The Company operates an Executive Directors Bonus Scheme in which the
Director will be entitled to participate at the discretion of the Board.
PENSION AND INSURANCE BENEFITS
5(a) The Director may during his employment hereunder become a member of the
Company's Pension Scheme ("the Scheme") or of any scheme set up in place of
it and if so will promptly pay all contributions due from him thereunder.
The Company will contribute to the Scheme an amount per year equal to 10%
of the Director's salary from time to time.
(5)(b) The Company will pay for the provision to the Director of medical and
life insurance and Permanent Health Insurance in accordance with
arrangements made between the Company and the Director from time to time.
MOTOR CAR
6. To assist the Director to carry out his duties hereunder the Company will
provide a motor car at a total cost within a budget purchase price limit of
pound sterling 21,000 (monthly rental of pound sterling 650) for the
Director and will pay or reimburse the Director the cost of insurance motor
car tax maintenance petrol (private and business) and all running expenses
in respect of such car.
BUSINESS EXPENSES
7. Upon production by the Director of receipts valid, where appropriate, for
VAT purposes the Company shall also pay or procure to be paid to the
Director all reasonable travelling hotel and other expenses wholly
exclusively and necessarily incurred by him in or about the performance of
his duties hereunder including any expenses incurred in attending Meetings
of the Board or Committees of the Board or General Meetings of the Company.
TERMINATION OF DIRECTORSHIP
8. If the employment of the Director hereunder shall be terminated by reason
of his ceasing to be a director of the Company he shall have no claim
hereunder for damages against the Company unless he shall cease to be a
director of the Company:-
(i) by reason of him not being re-elected as a director of the Company at
an Annual General Meeting of the Company; or
(ii) by virtue of a resolution passed by the Members of the Company in
General Meeting.
SICKNESS/INCAPACITY
9.(a) In the case of illness or injury of the Director or other cause
incapacitating him from attending to his duties hereunder the Director
shall be paid his full salary for the period of such absence. If such
absence shall aggregate in all 180 or more working days in a period of 365
days the Company may at any time while
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the Director remains so absent forthwith terminate the employment of the
Director hereunder
(b) The Director shall notify the Company on the first working day or absence
stating the day (whether a working day or not) when he first became sick or
otherwise incapacitated. If such absence exceeds three working days the
Director shall immediately send to the Company a self-certificate for his
illness and a Doctor 's Certificate for any absence which continues for
eight days or more (including non-working days). During his continued
absence the Director shall send a further Doctor's Certificate every week.
(c) Statutory Sick Pay ("SSP") is payable for a maximum of 28 weeks' absence
during illness or injury in respect of those days of the week on which the
Director will usually work ("qualifying days") but only becomes payable
after three qualifying days absence. The Company reserves the right to
deduct from the Director's entitlement under Clause 9(a) or from any other
monies owing to him the amount of SSP which he received or is due to
receive or to which he would otherwise have been entitled if he had
complied with his obligations under Clause 9(b) above.
(d) The Company will notify the Director if it considers that he is not
entitled to SSP for any reason. The Company reserves the right to deduct
from the Director's entitlement under Clause 9(a) or from any other monies
owing to him the amount of any benefits received or receivable from the
Department of Social Security in these circumstances.
(e) If the Director ceases to be eligible for SSP for any reason (for example
reaching a maximum of 28 weeks' absence, including linked periods as
defined by the Social Security and Benefits Xxx 0000 as amended, totalling
28 weeks over three years from the initial period of incapacity) then the
Company will issue the Director with the relevant transfer form at the
correct time duly completed to enable the Director to claim any benefits to
which he is entitled.
(f) If requested by the Company a final Doctor's Certificate indicating fitness
to return to work shall be supplied by the Director.
(g) The Company shall be entitled to deduct from the Director's salary or other
payments due under this Agreement the amount of any payments made to the
Director under any health insurance scheme and/or by way of damages or
compensation for loss of income as a result of any injury or incapacity he
has suffered.
(h) The Company may at any time require the Director to undergo a medical
examination by a doctor appointed by it for such purpose subject to the
Director's rights under the Access to Medical Reports Xxx 0000.
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DIRECTOR'S FIDUCIARY DUTIES
10.(a) For the continuance of his employment hereunder the Director shall unless
prevented by ill-health diligently devote his whole time attention and
ability to the business of the Company and shall do all in his power to
promote develop and extend the business and reputation of the Company and
any Affiliate and shall at all times and in all respects conform to and
comply with the directions and regulations made by the Board and also shall
not without the previous consent of the Company in writing under the hand
of a director duly authorised by a Resolution of the Board:-
(i) engage in any other business; or
(ii) be concerned engaged or interested directly or indirectly in any other
business of a similar nature to or competitive with that carried on by
the Company or any of its Affiliates to which the Director renders
services hereunder PROVIDED ALWAYS THAT nothing in this Clause shall
preclude the Director from holding or being otherwise interested in
any shares or other securities of any company which are for the time
being quoted on any recognised Stock Exchange so long as the interest
of the Director therein does not exceed more than three per cent of
the aggregate amount of such securities.
(b) The Director shall comply where relevant with every rule of law and every
regulation of The London Stock Exchange including the Unlisted Securities
Market or such other market on which the shares of the Company are dealt in
and every regulation of the Company in force in relation to dealings in
shares, debentures or other securities of the Company or of any Affiliate
and unpublished price sensitive information affecting the shares,
debentures or other securities of any other company PROVIDED ALWAYS that in
relation to overseas dealings the Director shall also comply with all laws
of the state and all regulations of the stock exchange market or dealing
system in which such dealings take place.
HOLIDAY ENTITLEMENT
11. The Director shall (in addition to the usual public and bank holidays) be
entitled to 22 days' holiday in each year to be taken at a time or times
convenient to the Company.
GIFTS ETC.
12. The Director shall not during the continuance of this Agreement without
written consent of the Board receive any commission present or other
benefit from any person firm or company with whom the Company (and/or any
Affiliate) shall have dealings or in relation to or in consequence of any
dealings or transactions or contemplated dealings or transactions between
the Company (and/or any Affiliate) and such person firm or company. If any
person firm or company shall at any time make to the Director an offer or
promise of any such present commission or benefit the Director will
forthwith communicate the same to the Board and all presents commissions or
benefits of any kind which the Director shall receive in breach of this
clause shall be considered as having been received
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by him on behalf of the Company and shall constitute a debt from him to the
Company so that the Company (without prejudice to any other rights it may
have against the Director in respect thereof) shall have a right to recover
the same from him by action at law
PATENTS AND INVENTIONS
13.(a) The Company and the Director acknowledge and accept the provisions of
Sections 39 and 42 of the Patents Xxx 0000 ("the Patents Act") relating to
the ownership of employees inventions.
(b) Any invention, development, process, plan, design, formula, specification.
program or other matter or work whatsoever (collectively "the Inventions")
made, developed or discovered by the Director, either alone or in concert,
whilst the Director is employed by the Company shall, subject to Section 39
of the Patents Act, belong to and be the absolute property of the Company.
(c) Any Invention made by the Director shall be forthwith disclosed to the
Company.
(d) The Director shall deliver to the Company all documents and other materials
relating to the Inventions.
(e) The Director shall at the request and cost of the Company (and
notwithstanding the termination of his employment) sign and execute all
such documents and do all such acts as the Company may reasonably require
to apply for and to obtain patents, registered design, or other protection
of any nature whatsoever in respect of any Inventions owned by the Company
and to bring any proceedings for infringement of any such patent,
registered design or other protection.
(f) The Company shall decide, in its sole discretion, whether to apply for
patent, registered design or other protection in respect of the Inventions
owned by the Company and reserves the right to work any of such Inventions
as a secret process in which event the Director shall observe the
obligations relating to confidential information which are contained in
this Agreement.
COPYRIGHT DESIGN ETC
14.(a) If at any time during the continuance of his employment hereunder
(whether or not during the course of his normal duties and whether or not
during his normal working hours) the Director either alone or with any
other person originates any design or other work in which copyright or
design right may subsist (whether registered or not and whether or not
capable of registration under the Copyright, Designs and Patents Act 1988)
which is applicable to the business carried on at any time by the Company
or any Affiliate he shall forthwith disclose the same to the Company and
regard himself in relation thereto as a trustee of the Company.
(b) The Director hereby assigns to the Company by way of future assignment the
copyright and design right (whether registered or not) if any for the full
term thereof throughout the world in any design or other work which is the
subject of Clause 14(a) hereof.
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(c) For the avoidance or doubt the Director hereby assigns to the Company all
copyright design know-how and other intellectual property rights in any
design or work the subject of Clause 14(a) (together with the right to xxx
for any past infringements of such rights).
(d) The Director agrees and undertakes that he will execute such documents and
do all such things as may be necessary to protect the legitimate property
rights hereunder of the Company or any Affiliate.
(e) The Director waives all or any moral rights in respect of any works created
by him directly or indirectly in performing his duties pursuant to this
Agreement.
CONFIDENTIAL INFORMATION
15.(a) The Director shall not directly or indirectly (except in the proper
course of his duties hereunder) either during or after the period of his
employment hereunder howsoever arising directly or indirectly:-
(i) use for his own purposes or those of any other person company firm
business entity or other organisation whatsoever; or
(ii) disclose, divulge or allow to be divulged or disclosed to any person
firm Company business entity or other organisation whatsoever;
any confidential information or trade secret of, relating to, belonging to
or concerning the Company (and/or any Affiliate) including but not limited
to the Company's (and/or any Affiliate's) business or finances or any of
its designs, know how, formulae, inventions, processes, dealings,
transactions, affairs, details of clients, prospective clients, customers,
customer lists or requirements, price lists, pricing structures, marketing,
business plans, employees or officers, financial information and plans,
designs, product lines, research activities, documents marked confidential
or which the Director has been told are confidential or any information
which has been given to the Company (and/or any Affiliate) in confidence by
customers, suppliers or other persons.
(b) The Director shall not at any time during the continuance of his employment
hereunder make any drawings, notes or memoranda or other records relating
to any matter within the scope of the Company's (and/or any Affiliate's)
business, dealings or affairs otherwise than for the benefit of the Company
(and/or any Affiliate) and such items shall be the absolute property of the
Company (and/or any Affiliate as appropriate).
(c) The Director shall not make or communicate any statement (whether written
or oral) to any representative of the press, television, radio or other
media or write any article for publication relating or connected to the
business of the Company and/or any Affiliate without obtaining the prior
written approval of the Board.
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RESTRICTIVE COVENANTS *
16.1 Subject to clause 16.3 below, the Director shall not without the previous
consent of the Company in writing under the hand of a Director, until the
expiry of 6 months after the end of his employment directly or indirectly
carry on or be engaged (including without limitation as a principal,
partner, shareholder (otherwise than as permitted by the proviso to clause
10(a)ii hereof) director, officer, employee, consultant or adviser) in
business in direct competition with the business of the Company and its
Affiliates as carried on the last day of his employment. And, for the
purposes of this clause the words "direct competition" shall mean the
pursuing of a research project having a molecular target in which the
Company is engaged or was engaged during the period of 18 months prior to
the end of his employment and where such research project is conducted
using the same research route as that adopted by the Company.
16.2 Subject to clause 16.3 below, the Director shall not until the expiry of 12
months after the end of his employment solicit or otherwise seek to
persuade to leave the employment of the Company or any Affiliate any person
who is then employed as a director, manager or researcher and who was so
employed at the end of the Director's employment.
16.3 The restrictions in this clause 16 shall not apply if the Director has been
dismissed or resigned in circumstances amounting to unfair dismissal or
wrongful dismissal or has been made redundant.
TERMINATION PROVISIONS
17.(a) The employment of the Director hereunder may be terminated by the Company
without notice or payment in lieu of notice:-
(i) if the Director is guilty of any gross default or misconduct in
connection with or affecting the business of the Company or any
conduct likely to bring the Company any or himself into
disrepute;
(ii) in the event or any breach or non-observance by the Director of
any of the stipulations herein contained;
(iii) if the Director ceases for any reason to be a director of the
Company;
(iv) if the Director becomes a patient as defined by Sections 94(2)
and 145(1) of the Mental Health Xxx 0000;
(v) if the Director becomes bankrupt or makes a voluntary
arrangement with his creditors as defined by the Insolvency Xxx
0000;
(vi) if the Director is made subject to a disqualification order
pursuant to the Company Directors Disqualification Xxx 0000;
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* As amended by agreement dated 20 November 1997
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(vii) if the Director is absent from work as a result of sickness or
incapacity for the requisite period set out in Clause 9(a)
hereof;
(viii) if the Director is convicted of a criminal offence which in the
reasonable opinion of the Board materially affects his position
as a director of the Company or tends to lower the reputation of
the Company with its customers or suppliers or with the public;
(ix) if the Director becomes addicted to alcohol or drugs to an
extent which in the reasonable opinion of the Board is likely to
affect the proper performance or his duties hereunder; or
(b) Where this Agreement is terminated in circumstances in which the Company is
otherwise obliged to give the Director due notice under Clause 2 above the
Company may, as its discretion, provide the Director with pay in lieu of
such notice or suspend him on full pay during such notice period.
(c) This Agreement shall if not previously terminated in any event
automatically come to an end when the Director attains the age of 65 or
such other age at which the parties mutually agree in writing he shall
retire.
(d) In the event that the undertaking of the Company is to be transferred in
whole or part to a third party the Agreement may be terminated by the
Company upon one month's notice where the Director refuses to agree to the
transfer of this Agreement by way of notation to such third party.
RESIGNATION AS DIRECTOR
18. Upon termination howsoever of this Agreement the Director upon the request
of the Company shall resign without claim for compensation from office as
director or other officer of the Company and such directorships or other
offices held by him in any Affiliate as may be so requested and in the
event of his failure to do so forthwith upon request the Company is hereby
irrevocably authorised to appoint some person in his name and on his behalf
to sign date and deliver such resignation or resignations to the Company
and to each of the Affiliates of which the Director is at the material time
a director or other officer.
TERMINATION FOR COMPANY RECONSTRUCTION PURPOSES
19. If before the expiration of this Agreement the employment of the Director
hereunder shall be terminated by reason of the liquidation of the Company
for the purpose of reconstruction or amalgamation and the Director shall be
offered employment with any concern or undertaking resulting from such
reconstruction or amalgamation on terms and conditions not less favourable
than the terms of this Agreement or otherwise constituting suitable
alternative employment then the Director shall have no claim against the
Company in respect of the termination of his employment hereunder.
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OTHER OBLIGATIONS ON TERMINATION
20. Upon the termination of his employment hereunder for whatever reason the
Director shall:-
(i) forthwith deliver up to the Company all papers and other
property belonging to the Company or any Affiliate which may be
in his power, possession or control and he shall not without
written consent of the Board retain any copies or other versions
thereof;
(ii) if so requested by the Company send to the Company Secretary a
signed statement confirming that he has complied with
sub-paragraph (i) hereof; and
(iii) not at any time represent himself still to be connected with the
Company or any Affiliate.
SET OFF
21.(a) In the event of the termination of this Agreement for whatever reason
the Director hereby agrees that any payment to which he may be or become
entitled from the Company under the Act be off set against any other
sums for which the Company may be liable to the Director by reason of
such termination.
(b) The Director further agrees that upon such termination the Company shall be
entitled to set off any claims against the Director against any amounts
that otherwise might be due to him under Clause 4 of this Agreement or
otherwise hereunder.
(c) For the avoidance of doubt it is further agreed by the Director that the
Company is entitled to deduct from monies due to him hereunder the amount
of any set off claim.
HEALTH AND SAFETY AT WORK
22. The Director hereby acknowledges that he is expected to be familiar with
and to observe the provisions of the Health and Safety at Work etc. Xxx
0000 and he further acknowledges that the responsibility for complying with
the terms of such Act rests with both the Company and its officers and
employees.
STATUTORY PARTICULARS
23. The employment of the Director hereunder shall also be subject to the terms
set out in the Second Schedule hereto which is added in accordance with the
requirements of Section 1 of the Act.
POST TERMINATION RIGHTS
24. The expiry or termination of this Agreement howsoever arising shall not
operate to affect any of the provisions hereof including restrictive
covenants which are
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expressed to operate or have effect thereafter and shall not prejudice the
exercise of any right or remedy of either party accrued beforehand.
OBLIGATIONS TO AFFILIATES
25. The Company hereby declares itself trustee of the obligations and covenants
given in this Agreement by the Director insofar as they may be for the
benefit of any Affiliate and holds such obligations and covenants upon
trust for the absolute benefit of any such Affiliate and the Director
hereby covenants with the Company in its capacity as such trustee to
observe and perform each of the said obligations and covenants.
NOTICES
26. Any notice required to be given or otherwise made pursuant to the terms of
this Agreement may be given or made by letter delivered by messenger or by
recorded delivery letter or by telex or by telecopier to the Company at its
registered office for the time being and to the Director at his address
stated in this Agreement or to such other address as he may notify to the
Company in writing in accordance with the terms of this Agreement and any
such notice shall be deemed to have been received if delivered by messenger
at the time of delivery by the messenger and if by recorded delivery letter
when delivery of it is recorded and if by telex or telecopier when the
notice is received at such address as aforesaid.
COMPANY RULES INCORPORATING DISCIPLINARY
AND GRIEVANCE PROCEDURES
27. The terms of any document containing the rules disciplinary rules and
procedures and grievance and appeals procedures published from time to time
by the Company a copy of which can be obtained on demand from the Company
Secretary shall except to the extent that they are incompatible with or are
varied by the terms of this Agreement be deemed to form part of the
Director's terms and conditions of employment hereunder.
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INTERPRETATION AND JURISDICTION
28. This Agreement shall in all respects be interpreted and construed in
accordance with English Law and the parties hereto hereby submit to the
non-exclusive jurisdiction of the English Courts.
29. In this Agreement:-
(i) unless the context otherwise requires the following expressions shall
have the following meanings:-
"Affiliate" means any corporation, company, partnership, joint venture
firm and/or entity which is controlled by the Company (or
any holding company or subsidiary of the Company) or is
under the common control of the Company (or any holding
company or subsidiary of the Company) and any third party;
"the Board" means the Board of Directors for the time being of the
Company;
"the Act" means the Employment Protection (Consolidation) Xxx 0000;
(ii) any reference to a statutory provision shall be deemed to include a
reference to any statutory modification or re-enactment of the same.
The headings herein are for information purposes only and do not form
part of this Agreement.
SEVERANCE
30. If any provision of this agreement shall be found by any court or
administrative body of competent jurisdiction to be invalid or
unenforceable the validity or unenforceability of such provision shall not
affect the other provisions of this agreement and all provisions not
affected by such invalidity or unenforceability shall remain in full force
and effect. The parties hereby agree to attempt to substitute for any
invalid unenforceable provision a valid or enforceable provision which
achieves to the greatest extent possible the economic legal and commercial
objectives of the invalid or unenforceable provision.
IN WITNESS whereof these presents have been executed the day and year first
before written.
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THE FIRST SCHEDULE
ALTERATIONS IN SALARY
By their signatures set opposite the relevant entry in Column (1) made on the
date stated in column (3) the parties agree that the Director's fixed salary
payable under this Agreement altered to the rate stated in column (1) with
effect under this Agreement shall be altered to the rate stated in Column (2)
(1) (2) (3) (4) (5)
Revised Effective date Date of entry Signed on Signed by the
Annual rate of of Alteration behalf of Company Director
Directors
fixed Salary
pound sterling 52,000 1/6/96 18/7/87
pound sterling 55,000 1/10/96 18/7/87
pound sterling 60,000 1/1/97 18/7/87
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THE SECOND SCHEDULE
Amplification of particulars of terms of employment pursuant to the Act:-
1. Date of Commencement of Employment with the Company: the date hereof.
2. The period of employment with Proteus Molecular Design Limited which
commenced on 11th January 1995 counts as part of the Directors continuous
employment with the Company.
3. Hours of Work: There are no fixed hours of work - see Clause 10 of the
Agreement.
4. Holidays: See Clause 11 of the Agreement. The entitlement to holiday (and
on termination of employment to holiday pay in lieu of holiday) accrues pro
rata throughout each year of employment hereunder.
5. The following information is supplied pursuant to the Act and reflects the
Company's current practice:
(i) Disciplinary Rules: A copy of any disciplinary rules and regulations which
form part of this Contract of Employment can be obtained by the Director on
demand from the Company Secretary. These rules may be altered or added to
from time to time by the Company and details of such changes will be
publicised on notice boards and/or supplied to the Director.
(ii) Grievance and Appeals Procedure: If the Director is dissatisfied with any
disciplinary decision relating to him or has any complaint or grievance
arising from his employment hereunder he may refer any such matter to the
Board which will deal with the matter by discussion and by a majority
decision of those present (excluding the Director if he is so present) at
the relevant Board Meeting at which the matter is discussed.
6. A Contracting-out Certificate is in force in respect of this employment.
7. Save as otherwise provided herein or agreed between the parties in writing
from time to time there are no terms or conditions of employment relating
to hours of work, normal working hours, entitlement to holiday (including
public holidays), holiday pay, pensions or pension schemes, or incapacity
for work due to sickness or injury
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SIGNED by )
XXXXX XXXXXXX XXXXXXX )
duly authorised for and on behalf of )
PROTEUS INTERNATIONAL PLC )
in the presence of: )
SIGNED by )
XXXXXXXXXX X XXXXX )
in the presence of:- )
