EXHIBIT 10.3
DATED 9th August 1994
SALIVA DIAGNOSTIC SYSTEMS INTERNATIONAL
LIMITED
and
▇▇▇▇▇ ▇▇▇▇▇▇
EMPLOYMENT
AGREEMENT
Messrs. Carter Lemon
▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇
Ref: I:\SB\SDS.CON
AS/SB 25.7.94
THIS AGREEMENT is made the 9th day of August One thousand nine hundred and
ninety-four BETWEEN SALIVA DIAGNOSTIC SYSTEMS INTERNATIONAL LIMITED (Registered
No. 2783190) whose registered office is at ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇▇ ▇▇▇ (hereinafter called "the Company" which expression shall include
its successors and assigns) of the one part and ▇▇▇▇▇ ▇▇▇▇▇▇ of ▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ (hereinafter called "the Appointee") of the other
part.
1. Interpretation
1.1 The headings and marginal headings to the Clauses are for convenience only
and have no legal effect.
1.2 Any reference in this Agreement to any Act or delegated legislation includes
any statutory modification or re-enactment of it or the provision referred to.
1.3 In this Agreement:
"the Board" means the Board of Directors of the
Company and includes any committee of
the Board duly appointed by it
"Group Company" means any company which for the time
being is a company having an ordinary
share capital (as defined in Section
832 of the Income and Corporation Taxes
Act 1988) of which not less than 25
percent is owned directly or indirectly
by the Company applying the provisions
of Section 838 of
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the Income and Corporation Taxes Act
1988 in the determination of ownership
"Recognised Investment Exchange" means any body of persons which is for
the time being a Recognised Investment
Exchange for the purposes of the
Financial Services ▇▇▇ ▇▇▇▇
2. Appointment and duration
2.1 The Company appoints the Appointee and the Appointee agrees to act as
Managing Director of the Company and in such other appointment as the Board may
from time to time direct The Appointee accepts that the Company may at its
discretion require him to perform other reasonable duties or tasks not within
the scope of his normal duties and the Appointee agrees to perform those duties
or undertake those tasks as if they were specifically required under this
Agreement.
2.2 The appointment shall commence on ____________________ 1994 and shall
continue (subject to earlier termination as provided in this Agreement) for a
period of three years from then and afterwards until terminated by either party
giving to the other not less than twenty-four calendar months prior notice
expiring on or at any time after the end of the said period of three years.
2.3 With the prior written consent of the Appointee the Company may from time to
time appoint any other person or persons to act jointly with the Appointee in
his appointment.
2.4 The Appointee warrants that by virtue of entering into this Agreement he
will not be in breach of any express or implied terms of any contract with or of
any other obligation to any third party binding upon him.
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3. Duties of Appointee
3.1 The Appointee shall at all times during the period of this Agreement:
3.1.1 devote the whole of his time attention and ability to the duties of his
appointment
3.1.2 faithfully and diligently perform those duties and exercise such powers
consistent with them which are from time to time assigned to or vested in
him
3.1.3 obey all lawful and reasonable directions of the Board
3.1.4 use his best endeavours to promote the interests of the Company and its
Group Companies
3.1.5 keep the Board promptly and fully informed (in writing if so requested) of
his conduct of the business or affairs of the Company and its Group
Companies and provide such explanations as the Board may reasonably
require
3.2 The Appointee shall (without further remuneration) if and for so long as the
Company reasonably requires:
3.2.1 carry out duties on behalf of any Group Company
3.2.2 act as an officer of any Group Company or hold any other appointment or
office as nominee or representative of the Company or any Group Company
3.2.3 carry out such duties and the duties attendant on any such appointment as
if they were duties to be performed by him on behalf of the Company
4. Place of Work
4.1 The Appointee shall perform his duties at the head office of the Company
and/or such other place of business of the Company or of any Group Company as
the Company reasonably requires whether inside or outside the United Kingdom but
the Company shall not without his prior consent (and subject to reasonable
amendment to this Agreement to provide for return by
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the Appointee to the UK at the Company's expense on visits not less than three
times a year and other reasonable provisions in relation to overseas
accommodation and perquisites) require him to go to or reside anywhere outside
the United Kingdom except for visits in the ordinary course of his duties.
5. Conflict of Interest
5.1 During this Agreement the Appointee shall not (except as a representative or
nominee of the Company or any Group Company or otherwise in the prior consent in
writing of the Board) be directly or indirectly engaged, concerned or interested
in any other business which:
5.1.1 is wholly or partly in competition with any business carried on by the
Company or any Group Companies or any of the foregoing by itself or
themselves or in partnership common ownership or as a joint venture with
any third party or
5.1.2 as regards any goods or services is a supplier to or customer of any such
company Provided that the Appointee may hold (directly or through
nominees) any units of any authorised unit trust and up to Ten percent of
the issued shares debentures or other securities of any class of any
company whose shares are listed on a Recognised Investment Exchange or in
respect of which dealing takes place in The International Stock Exchange
of the United Kingdom and Republic of Ireland or the Unlisted Securities
Market or the Third Market. The prior written consent of the Board shall
be required before the Appointee shall hold in excess of Ten percent of
the issued shares debentures or other securities of any class of any one
such company.
5.2 Subject to any regulations from time to time issued by the Company which may
apply to him the Appointee shall not receive or obtain directly or indirectly
any discount rebate
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commission or other inducement in respect of any sale or purchase of any goods
or services effected or other business transacted (whether or not by him) by or
on behalf of the Company or any Group Company and if he (or any firm or company
in which he is directly or indirectly engaged concerned or interested) shall
obtain any such discount rebate commission or inducement he shall immediately
account to the Company for the amount received by him or the amount received by
such firm or company. For the purpose of this Clause the Appointee shall be
deemed not to be engaged concerned or interested in such a company as is
referred to in the proviso to Clause 5.1.
6. Confidentiality
6.1 The Appointee shall not either during his appointment or at any time after
its termination:
6.1.1 disclose to any person or persons (except to those authorized by the
Company to know)
6.1.2 use for his own purposes or for any purposes other than those of the
Company
6.1.3 through any failure to exercise all due care and diligence cause any
unauthorised disclosure of any private confidential or secret information
of the Company (including in particular lists or details of customers of
the Company which he as obtained by virtue of his appointment or before
his appointment or in respect of which the Company is bound by an
obligation of confidence to a third party. These restrictions shall cease
to apply to information or knowledge which may (otherwise than through the
default of the Appointee) become available to the public generally.
6.2 The provisions of Clause 6.1 shall apply mutatis mutandis in relation to the
private confidential or secret information of each Group Company which the
Appointee may have
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received or obtained during or before his appointment and the Appointee shall
upon request enter into an enforceable agreement with any such company to the
like effect.
6.3 All notes memoranda records and writing made by the Appointee relating to
the business of the Company or its Group Companies shall be and remain the
property of the Company or Group Company to whose business they relate and shall
be delivered by him to the company to which they belong forthwith upon request.
7. Statements
The Appointee shall not at any time make any untrue or misleading
statement in relation to the Company or any Group Company.
8. PAY
8.1 During the appointment the Company shall pay to the Appointee a basic salary
at the rate of SEVENTY-NINE THOUSAND TWO HUNDRED POUNDS ((Pound Symbol)79,200)
per year which shall accrue day-to-day and be payable by equal monthly
installments in arrears on or about the Twenty-eighth day of each month. The
salary shall be deemed to include any fees receivable by the Appointee as a
Director of the Company or any Group Company.
8.2 The Appointee's basic salary shall be reviewed by the Board from time to
time and in any event in March each year in line with the Retail Prices Index
and the rate of basic salary may be further increased by the Company with effect
from such date and by such amount if any as it shall think fit.
8.3 Notwithstanding the provisions of sub-clause 8.2 the Company shall not be
required to increase the Appointee's salary if and to the extent only that the
increased payment would be unlawful under the provisions of any legislation then
in force during his appointment or if the
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increased payment would not be an allowable cost for the purpose of increasing
prices under the provisions of any legislation controlling prices or price
increases.
9. Car
9.1 Subject to the Appointee holding a current full driving licence the Company
shall provide the Appointee for his sole business use and private use by him
with a car of a make model and specification of his choice provided that its
manufacturer's list price (including Car Tax Value Added Tax extras delivery and
other similar charges) shall not be more than TWENTY-FIVE THOUSAND POUNDS
((Pound Symbol)25,000) (such limit to be reviewed by the Company from time to
time) and subject to the Board approving such choice as commensurate with both
the status of the Appointee and the image of the Company (which approval shall
not be withheld unreasonably).
9.2 The Company shall bear all standing and running expenses of the car except
for fuel consumed during private use of the car and any additional insurance
costs incurred to permit the Appointee to use the car outside the United Kingdom
for private purposes and shall replace such car with the same or equivalent
model when it has travelled 60,000 miles.
9.3 The Appointee shall always comply with all regulations laid down by the
Company from time to time with respect to company cars; shall forthwith notify
the Appointee of any accidents involving his company car and of any charges of
driving offenses which are brought against him and on the termination of his
appointment whether lawfully or unlawfully shall forthwith return his company
car to the Company at its head office.
10. Expenses
10.1 The Company shall reimburse to the Appointee on a monthly basis all
travelling hotel entertainment and other expenses reasonably incurred by him in
the proper performance of his
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duties subject to the Appointee complying with such guidelines or regulations
issued by the Company from time to time in this respect and to the production to
the Company of such vouchers or other evidence of actual payment of the expenses
as the Company may reasonably require.
10.2 Where the Company issues a company sponsored credit or charge card to the
Executive he shall use such card only for expenses reimbursable under Clause
10.1 above and shall return it to the Company forthwith on the termination of
his employment.
11. Holiday
11.1 In addition to public holidays the Appointee is entitled to Twenty-one
working days' paid holiday in each holiday a year from the First day of January
to the Thirty-first day of December to be taken at such time or times as are
agreed with the Board. The Appointee shall not without the consent of the Board
carry forward any unused part of his holiday entitlement to a subsequent holiday
year.
11.2 For the holiday year during which his appointment commences or terminates
the Appointee is entitled to 1 1/2 working days holiday for each complete
calendar month of his employment by the Company during that holiday year. On the
termination of his appointment for whatever reason the Appointee shall either be
entitled to pay in lieu of outstanding holiday entitlement or be required to
repay to the Company any salary received for holiday taken in excess of his
actual entitlement. The basis for payment and repayment shall be 1/253 of the
Appointee's annual basic salary for each day.
12. Incapacity
12.1 If the Appointee shall be prevented by illness (including mental disorder)
accident or other incapacity from properly performing his duties hereunder he
shall report this fact forthwith
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to the Company's Secretary's office and if the Appointee is so prevented for
seven or more consecutive days he shall provide a medical practitioner's
statement on the eighth day and weekly thereafter so that the whole period of
incapacity is certified by such statements. Immediately following his return to
work after a period of absence due to incapacity the Appointee shall complete a
Self-Certification form available from the Company Secretary's office detailing
the reason for his absence.
12.2 If the Appointee shall be absent from his duties hereunder due to illness
(including mental disorder) accident or other incapacity duly certified in
accordance with the provisions of sub-clause 12.1 hereof he shall be paid his
full remuneration hereunder for up to Thirty working days' absence in any period
of Twelve consecutive months and thereafter such remuneration if any as the
Board shall determine from time to time provided that such remuneration shall be
inclusive of any Statutory Sick Pay to which the Appointee is entitled under the
provisions of the Social Security and Housing Benefit ▇▇▇ ▇▇▇▇ and any Social
Security Sickness Benefit or other benefits recoverable by the Appointee
(whether or not recovered) may be deducted therefrom.
12.3 For Statutory Sick Pay purposes the Appointee's qualifying days shall be
his normal working days.
12.4 At any time during the period of his appointment the Appointee shall at the
request and expense of the Company permit himself to be examined by a registered
medical practitioner to be selected by the Company and shall authorise such
medical practitioner to disclose to and discuss with the Company's medical
adviser the results of such examination and any matters which arise from it in
order that the Company's medical adviser can notify the Company of any matters
which in his opinion might hinder or prevent the Appointee (if during a period
of incapacity)
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from returning to work for any period or (in other circumstances) from properly
performing any duties of his appointment at any time.
13. Termination of agreement
13.1 Automatic termination
This Agreement shall automatically terminate:
13.1.1 if the Appointee becomes prohibited by law from being a director or
13.1.2 on the Appointee reaching his 70th birthday or
13.1.3 if he resigns his office
13.2 Suspension
In order to investigate a complaint against the Appointee of misconduct the
Company is entitled to suspend the Appointee on full pay so long as may be
necessary to carry out a proper investigation and hold a disciplinary hearing.
13.3 Immediate Dismissal
The Company may by notice terminate this Agreement with immediate effect if
the Appointee:
13.3.1 commits any act of gross misconduct or repeats or continues (after
written warning) any other serious breach of his obligations under this
Agreement or
13.3.2 is convicted of any criminal offence punishable with 6 months or more
imprisonment (excluding an offence under road traffic legislation in the
United Kingdom or elsewhere for which he is not sentenced to any term of
imprisonment whether immediate or suspended) or
13.3.3 commits any act of dishonesty whether relating to the Company any Group
Company any of its or their employees or otherwise or becomes bankrupt or
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13.3.4 makes any arrangement or composition with his creditors generally.
13.4 Dismissal on short notice
The Company may terminate this Agreement as follows:
13.4.1 notwithstanding Clause 12.2 by not less than 3 months' prior notice given
at any time while the Appointee is incapacitated by ill-heath or accident
from performing his duties under this Agreement and has been so
incapacitated for a period or periods aggregating sixty days in the
preceding Twelve months. Provided that the Company shall withdraw any
such notice if during the currency of the notice the Appointee returns to
full time duties and provides a medical practitioner's certificate
reasonably satisfactory to the Board to the effect that he has fully
recovered his health and that no recurrence of his illness or incapacity
can reasonably be anticipated.
13.4.2 By not less than one month's prior notice if the Appointee has been
offered but has refused to agree to the transfer of this Agreement by way
of notation to a person firm or company which has acquired or agreed to
acquire the whole or substantially the whole of any undertaking (as
defined in the Transfer of Undertakings (Protection of Employment)
Regulations 1981) in which he is employed to any extent.
13.5 Pay in lieu
On serving notice for any reason to terminate this Agreement or at any time
thereafter during the currency of such notice the Company shall be entitled to
pay to the Appointee his basic salary (at the rate then payable under Clause 8
hereof) for the unexpired portion of the duration of his appointment or
entitlement to notice as may be the case.
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13.6 Miscellaneous
On the termination of this Agreement for whatever reason the Appointee
shall at the request of the Company resign (without prejudice to any claims
which the Appointee may have against any company arising out of this Agreement
or the termination thereof) from all and any offices which he may hold as a
Director of the Company or of any Group Company and from all other appointments
or offices which he holds as nominee or representative of the Company or any
Group Company and if he should fail to do so within seven days the Company is
hereby irrevocably authorised to appoint some person in his name and on his
behalf to sign any documents or do any things necessary or requisite to effect
such resignation(s).
13.7 On the termination of this Agreement for whatever reason the Appointee
shall immediately deliver or cause to be delivered to the Company or to its
order all books documents papers (including copies) materials credit cards keys
and other property of or relating to the business of the Company or its Group
Companies then in his possession or which are or were last under this power or
control.
14. Reconstruction or amalgamation
If by reason of the liquidation of the Company for the purposes of
amalgamation or reconstruction or as part of any arrangement for the
amalgamation or reconstruction of the Company not involving liquidation the
employment of the Appointee shall be terminated but the Appointee shall be
offered substantially similar employment with any concern or undertaking
resulting from such amalgamation or reconstruction on terms and conditions which
taken as a whole are no less favourable than the terms of this Agreement then
the Appointee shall have no claim against the Company in respect of the
termination of his employment by the Company.
15. Post termination obligations of the Appointee
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15.1 Non-solicitation
The Appointee shall not for a period of two years after the termination of
his employment hereunder directly or indirectly and whether on his own behalf or
on behalf of any other business concern person partnership firm company or other
body which is wholly or partly in competition with any business carried on by
the Company or the Group Company.
15.1.1 Canvass solicit or approach or cause to be canvassed or solicited or
approached for orders in respect of any services provided or any goods
dealt in by the Company and/or the Group Company any person or persons
who at the date of the termination of the Appointee's appointment was
negotiating with the Company for the supply of services or goods or
within two years prior to such date is or was a client or customer of the
Company or the Group Company.
15.1.2 Interfere or seek to interfere or take such steps as may interfere with
the continuance of supplies to the Company and/or the Group Company (or
the terms relating to such supplies) from any suppliers who have been
supplying components materials or services to the Company and/or the
Group Company at any time during the last two years of his employment
hereunder.
15.1.3 Solicit or entice or endeavour to solicit or entice away from the Company
or the Group Company any person employed by the Company or the Group
Company at the date of such termination.
15.2 The parties agree that the covenants set out in Clause 15.1 above are
separate and severable and enforceable accordingly and whilst the restrictions
are considered by the parties to be reasonable in the circumstances as at the
date hereof it is acknowledged that restrictions of such a nature may be invalid
because of changing circumstances or other unforeseen reasons and
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accordingly if any of the restrictions shall be adjudged to be void or
ineffective for whatever reason but would be adjudged to be valid and effective
if part of the wording thereof were deleted or the periods thereof reduced or
the area thereof reduced in scope they shall apply with such modifications as
may be necessary to make them valid and effective.
16. General
16.1 Other Terms
The provisions of the Company's standard terms and conditions of employment
(as amended from time to time) shall be terms of the Appointee's employment
except to the extent that they are inconsistent with this Agreement.
16.2 Statutory particulars
The further particulars of terms of employment not contained in the body of
this Agreement which must be given to the Appointee in compliance with Part 1 of
the Employment Protection (Consolidation) ▇▇▇ ▇▇▇▇ are given in Schedule 1
hereto.
16.3 Prior Agreements
This Agreement sets out the entire agreement and understanding of the
parties and is in substitution for any previous contracts of employment or for
services between the Company or any of its Group Companies and the Appointee
(which shall be deemed to have been terminated by mutual consent).
16.4 Accrued rights
The expiration or termination of this Agreement however arising shall not
operate to affect such of the provisions of this Agreement as are expressed to
operate or have effect after then and shall be without prejudice to any accrued
rights or remedies of the parties.
16.5 Proper law
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The validity construction and performance of this Agreement shall be
governed by English Law.
16.6 Acceptance of jurisdiction
All disputes claims or proceedings between the parties relating to the
validity construction or performance of this Agreement shall be subject to the
jurisdiction of the High Court of Justice in England and Wales ("the High
Court") to which the parties irrevocably submit. Each party irrevocably consents
to the award or grant of any relief in any such proceedings before the High
Court and either party shall be entitled to take proceedings in any other
jurisdiction to enforce a judgment or order of the High Court.
16.7 Notices
Any notice to be given by a party under this Agreement must be in writing
in the English Language and must be given by delivery at or sending first class
post or other faster postal service or telex facsimile transmission or other
means of telecommunication in permanent written form (provided the addressee has
his or its own facilities for receiving such transmissions) to the last known
postal address or relevant telecommunications number of the other party. Where
notice is given by sending in a prescribed manner it shall be deemed to have
been received when in the ordinary course of the means of transmission it would
be received by the addressee. To provide the giving of a notice it shall be
sufficient to show it was despatched. A notice shall have effect from the sooner
of its actual or deemed receipt by the addressee.
IN WITNESS whereof the parties hereto have duly executed this document as a
deed the day and year first before written.
SCHEDULE 1
Employment Protection (Consolidation) ▇▇▇ ▇▇▇▇
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The following information is given to supplement the information given in
the body of the Agreement in order to comply with the requirements of Part 1 of
the Act.
1. The Appointee's employment by the Company commenced on the First day of June
One thousand nine hundred and ninety-two.
2. No employment of the Appointee with a previous employer counts as part of the
Appointee's continuous employment with the Company.
3. The Appointee's hours of work are the normal hours of the Company from 9:00
am to 5:30 pm Monday to Friday each week together with such reasonable
additional hours as may be necessary so as properly to fulfil his duties.
4. No Contracting-Out Certificate pursuant to the provisions of the Social
Security ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ is held by the Company in respect of the Appointee's
employment.
5. The Appointee is subject to the Company's Disciplinary Rules and Disciplinary
Procedures as decided by the Board from time to time.
6. If the Appointee has any grievance relating to his employment (other than one
relating to a disciplinary decision) he should refer such grievance to the
Board.
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Signed as a Deed by ) /s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇
and for and on behalf of ) /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
SALIVA DIAGNOSTIC SYSTEMS INTERNATIONAL ) /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
LIMITED in the presence of: ) ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
SIGNED as a Deed by ▇▇▇▇▇ ▇▇▇▇▇▇ ) /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
in the presence of: ) ▇▇▇▇▇ ▇▇▇▇▇▇▇
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇.
London
Consultant
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