1
Exhibit 10.23
Amersham Pharmacia Biotech Europe GmbH Tel +49 (0) 761/4519
Munzinger Qtr. 9 Fax +49 (0) 761/4510
▇-▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Agreement has this day been made between Pharmacia Biotech Europe GmbH,
hereinafter called "the Company" and ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ (430815), hereinafter
called "the Employee".
SECTION 1 EMPLOYMENT AND EMPLOYEE'S OBLIGATIONS
The Company hires the Employee for the position as President,
entrusted with all powers of daily management, as delegated by the
Board of Directors.
As President the Employee shall perform his duties as specified yearly
by the Board of Directors and ensure that the Company is being managed
in accordance with the law and decrees of Germany and the different
countries in which the company operates in Europe.
The Employee shall devote the whole of his working time to his duties
under this agreement and may not undertake any other duties without a
written consent from the Chairman of the Board.
Upon termination of this contract or upon earlier request, the
Employee shall return all documents, correspondence, reports, material
and equipment which were available to him during the course of
employment.
SECTION 2 FIRST DAY OF EMPLOYMENT AND CONTRACT PERIOD
This agreement shall run from the 1st of July 1994. The employment
shall be considered to be for an undefinite period.
If the Employee is made redundant due to restructuring, the Company
will use its best endeavours to provide the Employee with a position
within the Pharmacia group commensurate to his level of experience and
previous status.
2
[PHARMACIA BIOTECH LOGO]
SECTION 3 REMUNERATION
3.1 Base Salary
The Employee's annual base salary shall be DEM 475.000 payable
according to local practise. The salary will be reviewed yearly,
starting on January 1, 1995.
Any bonuses, gifts or other payments which the Company may grant or
make to the Employee from time to time, to the extent that they are
not required by law, by a collective bargaining agreement or by this
contract, shall be treated as having been granted or made at the
Company's absolute discretion and shall not be considered a part of
the Employee's contractual remuneration.
3.3 Bonus Payments
The Employee will be entitled to a payment based upon individual and
local company performance. The maximum bonus amount is 25 per cent of
the basic annual salary and is calculated in accordance with the
achievement of predetermined objectives. Details regarding objectives
and incentives will be settled in a separate agreement.
SECTION 4 HOLIDAY ENTITLEMENT
The Employee shall be entitled to 30 days of holiday in any calendar
year which will accrue pro-rated month by month from the date of
commencement. In addition to holiday entitlement, the Employee shall
be entitled to all statutory, national and public holidays and will be
paid in accordance with local regulations relating to holiday pay.
SECTION 5 COMPANY CAR
The Employee is entitled to a Company car in accordance with his
position as Geschaftsfuhrer and the local Company car scheme as
published and amended by the Company.
3
[PHARMACIA BIOTECH LOGO]
SECTION 6 EXPENSES
The Company will reimburse the Employee for all reasonable business
expenses incurred by him during the course of the employment. The
Employee must provide receipts and other evidence of such business
expenses.
SECTION 7 PENSION
The Company shall yearly pay NLG 42,000 premiums to a pension
insurance owned by the Employee. The Company's contribution will be
reviewed in conjunction with the salary review.
SECTION 8 MEDICAL COVER AND INCAPACITY FOR WORK
In the event of the Employee being prevented from discharging his
duties, the Company will pay his full salary up to three months.
Long-term disability is covered through a separate insurance.
SECTION 9 HOME LEAVE
The Employee and his accompanying family shall be entitled to be
reimbursed for one trip home for each year of service. The air fare of
economy class or air travel will be paid the first five years of
service.
SECTION 10 LANGUAGE TRAINING
As part of the preparation for this employment the Company agrees to
pay the cost of basic language courses for the Employee and his spouse
up to a negotiated amount.
4
[PHARMACIA BIOTECH LOGO]
Section 11 TELEPHONE COST AND DAILY NEWSPAPER
Costs for business calls and subscription fee for a daily newspaper to
the Employee's home are paid by the Company.
Section 12 SOCIAL SECURITY INCOME AND LOCAL TAXES
The Employee will pay tax and social security contributions in
accordance with local regulations in each country and the Company will
withhold the necessary deductions herefor.
Section 13 TERMINATION OF CONTRACT
This contract may be terminated by either party giving to the other
six months' notice in writing. The Company reserves the right to
remove the Employee from his position during the time of notice or
part of it. During the time of notice the Employee is entitled to the
conditions of this agreement with the exception of bonus.
Should the contract be terminated by the Employer, the Employee shall
receive in addition to time of notice a severance pay amounting to
twelve months' salary as per date the day before giving the notice.
The severance pay shall, unless otherwise agreed upon, be paid every
month starting the first month after the expiry of the contract
period. An additional six months severance pay will be paid when the
Employee has reached the age of 55 years.
The Company will furthermore pay expenses to cover removal
transportation and insurance of personal belongings to country of
choice within Europe.
Any statutory severance pay/indemnities which may be granted the
Employee shall be deducted from the severance pay stated in this
contract.
The Company reserves the right to terminate this contract at any time,
without prior notice, in the event of misconduct by the Employee,
including subordination, use of physical violence, unjustified absence
or tardiness, refusal to carry out duties properly assigned to him,
disclosure or confidential information relating to the Company or
giving false or misleading information to the Company either before or
after the date of this agreement.
5
[PHARMACIA BIOTECH LOGO]
SECTION 14 CONFIDENTIALITY
The Employee shall not at any time other than in the course of his
duties without the previous consent in writing of the Company divulge
or make known to anyone any secrets or any technical, commercial,
financial or other information of a confidential nature unless such
information is already in the public domain relating to the business
or customers of the Group so as to the extent that all such
information has become a matter of public record. All papers and
documents used by the Employee in the course of his employment are and
will remain the property of the Company and will be delivered up to
the Company on the termination of the Employee's agreement with the
Company or any of its subsidiaries. This clause operates independently
of the existence of this Agreement.
SECTION 15 PATENT, SECRET PROCESSES AND IMPROVEMENTS
Any discovery or Inventory secret process or improvement in procedure
made or discovered by the Employee while in the service of the Company
whether before or after the date of this Agreement in any way
affecting or relating to the business of the Company or of any
subsidiary company or capable of being used or adapted for use therein
or in connection therewith shall forthwith be disclosed to the Company
and should belong to and be the absolute property of the Company.
SECTION 16 RESTRICTIVE COVENANT
The Employee hereby agrees during his employment not to solicit
business from any person, firm or company who at any time has been a
customer of the company or done business with or attempt to persuade
away from the Company any person who has been employed by the Company.
SECTION 17 OTHER EMPLOYMENT CONDITION
As to the rest the general employment conditions of Pharmacia Biotech
Europe GmbH will apply.
6
[PHARMACIA BIOTECH LOGO]
SECTION 18 JURISDICTION
Any dispute about the agreement shall be submitted to a Swedish
Arbitration Court if the parties cannot come to a consensus as to the
interpretation of the conditions. The costs of the arbitration
proceedings shall be defrayed by the Company provided that the
Employee has not unduly instigated the arbitration procedure. In such
case, the arbitrators will determine the distribution of arbitration
costs.
SECTION 19 OTHER CLAUSE
This contract supersedes all earlier written or oral agreements
between the Employee and different entities within Pharmacia Biotech.
SECTION 20 COUNTERPARTS
The agreement has been drawn up in duplicate, of which the parties
have taken one copy each.
Uppsaala,
Signed /s/ ▇▇▇▇ ▇▇▇▇▇▇▇ Signed /s/ Lars ▇▇▇▇ ▇▇▇▇▇▇▇▇
------------------------- ----------------------------
▇▇▇▇ ▇▇▇▇▇▇▇ Lars ▇▇▇▇ ▇▇▇▇▇▇▇▇
Chairman of the Board
Date: April 12, 1994 Date: April 12, 1994
------------------------- ----------------------------