Date: 5th April 2004 AMARIN CORPORATION PLC. AND RICHARD A.B. STEWART DEED OF VARIATION Relating To Employment Agreement Dated 23rd November 1998 As Amended
EXECUTION
COPY
Date:
5th
April 2004
AMARIN
CORPORATION PLC.
AND
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▇.▇. ▇▇▇▇▇▇▇
DEED
OF VARIATION
Relating
To
Employment
Agreement Dated 23rd
November 1998 As Amended
THIS
DEED OF VARIATION
is made
the 5th
April
2004
BETWEEN:
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(1)
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AMARIN
CORPORATION PLC
(formerly Ethical Holdings plc), a company incorporated in England
and
Wales (registered no. 002353920), whose registered office is ▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇ (“Amarin”);
and
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(2)
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▇▇▇▇▇▇▇
▇. ▇. ▇▇▇▇▇▇▇
of
▇▇ ▇▇. ▇▇▇▇▇▇’s Road, Twickenham, Middlesex, London, TW1 1QR (the
“Executive”).
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WHEREAS:
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(A)
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Amarin
and the Executive entered into an Employment Agreement dated 23rd
November
1998.
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(B)
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Amarin
and the Executive have agreed to amend such Employment Agreement
by and
upon the terms of this Deed.
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NOW
THIS DEED WITNESSES AS FOLLOWS:
| 1. |
DEFINITIONS
AND INTERPRETATION
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| 1.1. |
In
this Deed, the “Original Agreement” shall mean the Employment Agreement
dated 23rd November 1998 entered into by Amarin and the
Executive.
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| 1.2. |
Unless
the context otherwise requires, all other words and expressions defined
in
the Original Agreement shall have the same meaning in this
Deed.
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| 1.3. |
Reference
to clauses herein are to clauses in the Original
Agreement.
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| 2. |
INTRODUCTION
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This
Deed
is supplemental to the Original Agreement.
| 3. |
VARIATIONS
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The
parties to this Deed agree that with effect from the date hereof the Original
Agreement shall be varied carried as follows:
| 3.1. |
Clause
1.2 (Position and Responsibilities) shall be varied by the deletion
of the
words “President and Chief Operating Officer of Ethical Holdings plc. The
Executive shall have primary responsibility for restructuring the
operations, relations with investors and corporate acquisitions” and the
substitution therefore of the
following:
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“Chief
Executive Officer of Amarin Corporation plc. During the Employment Term and
subject always to supervision by the Board, the Executive shall be responsible
for and perform all the duties as would normally be expected of a chief
executive in a company of a similar size and in the pharmaceutical
sector.”
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| 3.2. |
Clause
1.3 (Term) shall be varied by the deletion in its entirety of the
existing
Clause 1.3 to be replaced by the following new Clause
1.3:
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“1.3
Term.
The
employment of the Executive under this Agreement shall be deemed to have
commenced on the Commencement Date and shall, subject to the provisions of
this
Agreement, continue unless or until terminated by either party giving no less
than 12 months’ notice to the other party (the “Employment Term”).
| 3.3. |
Clause
1.4 (Duties) shall be varied by the deletion of the words “and any
Extension Terms” in the first
sentence.
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| 3.4. |
Clause
2.1 (Base Salary) shall be varied by the deletion of the words and
“any
Extension Terms,” in the third
sentence.
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| 3.5. |
Clause
2.3 (Reimbursement of Expenses) shall be varied by the deletion of
the
words “and any Extension Terms,” in the second
sentence.
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| 3.6. |
Clause
2.6 (Vacation) shall be varied by the deletion of the words “and any
Extension Terms” in the first
sentence.
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| 3.7. |
Clause
2.11 (Disability Benefits) shall be varied by the deletion of the
words
“or during any Extension Terms,” in the first
sentence.
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| 4. |
CONFIRMATION
OF THE AGREEMENT
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Save
as
varied by this Deed, the parties hereto confirm that the Original Agreement
shall continue in full force and effect in all respects.
| 5. |
EXECUTION
AND DELIVERY
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Each
of
the parties to this document intends it to be a Deed and agrees that upon it
being dated it shall be treated as having been delivered as a Deed.
| 6. |
MISCELLANEOUS
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| 6.1. |
This
Deed may be executed in several counterparts and upon due execution
of all
such counterparts by one or more parties, each counterpart shall
be deemed
to be an original hereof.
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| 6.2. |
The
provisions of Clauses 3.2 (Binding Agreement) and 3.3 (Governing
Law) of
the Original Agreement shall be incorporated into this
Deed.
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IN
WITNESS
whereof
the parties have executed and delivered this Deed the date first above
written.
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EXECUTED
as a DEED by
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)
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AMARIN
CORPORATION PLC
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)
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acting
by:-
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)
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Director
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/s/▇▇▇▇▇▇
▇▇▇▇▇
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Secretary
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/s/▇▇▇▇▇▇▇▇
▇▇▇▇
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SIGNED
as a DEED and delivered by
/s/▇▇▇▇▇▇▇
▇.▇. ▇▇▇▇▇▇▇
in
the presence of:
Witness
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Signature
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/s/▇▇▇▇▇▇▇▇
▇▇▇▇
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Name
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/s/▇▇▇▇▇▇▇▇
▇▇▇▇
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Address
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▇
▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇
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-4-
ETHICAL
HOLDINGS plc
▇▇▇▇▇▇▇
▇.▇. ▇▇▇▇▇▇▇
This
EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of 23rd November, 1998
(the “Commencement Date”) by and between Ethical Holdings plc (the “Company”)
and ▇▇▇▇▇▇▇ ▇.▇. ▇▇▇▇▇▇▇, an individual residing at ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇, ▇▇▇▇▇▇▇, (the “Executive”).
RECITALS
A. The
Company desires to secure for the Company the services and expertise of the
Executive and to insure the availability of the Executive to the Company for
an
extended period.
B. The
Executive is willing to serve in the employ of the Company on a full time basis
for said period upon the terms and conditions provided in this
Agreement.
C. To
accomplish the foregoing the Company and the Executive have entered into this
Employment Agreement.
NOW,
THEREFORE, in consideration of the premises and of the mutual covenants herein
contained, the parties hereto hereby agree as follows:
I. Employment,
Term and Duties.
1.1 Employment.
The
Company agrees to employ the Executive and the Executive agrees to remain in
the
employ of the Company, for the period stated Section 1.3, upon the terms
and conditions provided in this Agreement.
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1.2 Position
and Responsibilities.
During
the period of his employment hereunder, the Executive agrees to serve as
President and Chief Operating Officer of Ethical Holdings plc. The Executive
shall have primary responsible for restructuring the operations, relations
with
investors and corporate acquisitions. The Executive shall report to the
Chairman.
1.3 Term.
The
employment of the Executive under this Agreement shall be deemed to have
commenced as of the Commencement Date and shall continue for a period of
twenty-four (24) full calendar months thereafter (the “Employment Term”) or
until terminated in accordance with other provisions of this Agreement. This
Agreement will be automatically renewed each annual anniversary date (Evergreen)
unless either the Executive or the Company shall, upon six months written notice
to the other, elect not to so renew this Agreement for any year. Such renewal(s)
shall be referred to as “Extension Term(s)”.
1.4 Duties.
During
the Employment Term and any Extension Terms, except for periods of illness
or
disability, reasonable vacation periods and leaves of absence, approved by
the
Board of Directors, the Executive shall devote substantially all of his business
time, attention, skill and efforts to the faithful performance of his duties
hereunder, to the best of his ability; provided, however, that with the prior
approval of the Board of Directors, which approval shall not be unreasonably
withheld, the Executive may serve from time to time and continue to serve,
on
the Boards of Directors of, and hold any other offices or positions in,
companies or organizations which will not present any conflict of interest
with
the Company or any of its subsidiaries or affiliates or divisions, provided
that
such activities do not materially detract from the performance of the
Executive’s duties pursuant to this Agreement. The indemnification rights
provided to the Executive in Section 2.4 below, shall not, except with written
approval by the Board of Directors of the Company, extend to such outside
activities.
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II. Compensation,
Reimbursement of Expenses and Benefits.
2.1 Base
Salary.
For the
performance by the Executive of his duties under Article I of this Agreement
during the Employment Term, the Company shall pay the Executive, as
compensation, Two Hundred Thousand Pounds (£200,000) annually, payable monthly.
The first year, the Executive will be paid One Hundred and Sixty Thousand Pounds
(£160,000) which will increase to £200,000 upon the successful completion of the
rights issue or alternative cash increase of at least Seven Million Five Hundred
Thousand Dollars ($7,500,000) and that part of the £40,000 differential
compensation, of year one will be paid to the Executive. During the Employment
Term and any Extension Terms, the Executive’s Base Salary shall be reviewed on 1
January 2000 and at least annually thereafter by the Board of Directors or
by a
committee designated by the Board of Directors, which Board or committee may,
but need not, from time to time increase the rate of the Base Salary in
recognition of the positive performance of the Executive or the
Company.
2.2 Bonus.
In
addition to the payment to the Executive of his Base Salary pursuant to Section
2.1 hereof, the Company shall pay to the Executive an annual bonus (the “Bonus”)
within 90 days after the end of the Company’s fiscal year. Payment of the Bonus
will be dependent on the successful achievement of performance milestones.
The
performance milestones to be agreed with the Board of Directors as soon after
the Commencement Date as is practically possible. Each performance milestone
will be assigned a percentage weighting. The minimum amount of the Bonus to
be
paid for any such anniversary, if all the performance milestones have been
achieved, shall be equal to 50% of the then annual rate of Base
Salary.
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2.3 Reimbursement
of Expenses.
The
Company shall pay or reimburse the Executive for all travel and other expenses
incurred by the Executive in the performance of his duties under this Agreement.
During the Employment Term and any Extension Terms, the Company shall maintain
and respect the practices and procedures applicable to such reimbursements
from
time to time adopted by the management of the Company.
2.4 Liability
Indemnification and Insurance.
Company
to provide full and complete Directors and Officers Insurance.
2.5 Participation
in Benefit Plans.
The
Company will provide medical insurance covering the Executive and the Executive
may make additional contributions to extend the cover to his spouse and eligible
children according to the program applied to employees of the Company
generally.
2.6 Vacation.
The
Executive shall be entitled to 23 days of paid vacation per year plus all
Statutory days during the Employment Term and any Extension Terms. Holiday
entitlement is calculated from 1st January each year and will be pro rated
this
year. The Company will reserve the right to stipulate when up to 2 days will
be
taken. Holiday entitlement will increase according to length of service. After
5
years completed service you will be entitled to 1 extra day for each additional
year of service, up to a maximum of 5 extra days. Accrued holiday may only
be
used according to the policy applied to the employees of the
Company.
2.7 Automobile
Allowance.
The
Executive shall receive a company car to a maximum value of £36,000. The cost of
maintenance, tax, insurance and fuel will be met by the Company. Alternatively,
the Executive may take a monthly automobile allowance (the “Auto Allowance”)
equivalent to the car and costs defined above plus reimbursement for all
reasonable
-8-
and
properly documented fuel expenses incurred and in accordance with the general
expense reimbursement policy of the Company then in effect for senior
executives.
2.8 Initial
Stock Option.
The
Executive shall be granted stock options in the amount of 2.5 million shares
at
an exercise price of USD $0.50. The stock options will vest as
follows:
2.0
million on the Commencement Date.
0.5
million six months after the Commencement Date.
These
stock options will expire on the 10th anniversary of vesting.
2.9 Performance
Equity.
The
Executive shall be granted options to purchase commonstock of the Company on
the
terms and subject to the conditions set forth as follows.
Performance
Milestones:
Upon
the
share price reaching $5.00: 350,000 stock options exercisable at
$2.50.
Upon
the
share price reaching $10.00: 350,000 stock options exercisable at
$2.50.
Upon
the
share price reaching $15.00: 300,000 stock options exercisable at
$2.50.
These
stock options will expire on the 10th
anniversary of vesting.
2.10 Pension
plan contributions.
12% of
annual salary paid on a monthly basis.
2.11 Disability
Benefits.
In the
event of the disability (as hereinafter defined) of the Executive during the
Employment Term or during any Extension Term, the Company shall continue to
pay
to the Executive the Base Salary provided in Section 2.1 hereof, at the rate
-9-
which
it
has then reached, during the first six (6) months of the period of his
disability (or during the remainder of the Employment Term, whichever is
shorter), and thereafter at a rate equal to sixty percent (60%) of such Base
Salary rate until the Executive reaches normal retirement age, and shall also
pay to the Executive any bonuses to which he would have been entitled for the
fiscal year in which the disability first occurs, had he not been so disabled.
The Company will take out an appropriate insurance policy to cover the payments
due following the first six months of disability. As used in this Agreement,
the
term “disability’ shall mean the inability of the Executive to perform his
duties under this Agreement effectively, as determined by an independent
physician selected with the approval of the Executive and the
Company.
2.12 Relocation.
Package
to include but not limited to:
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Three
family house hunting trips to the final
destination.
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Six
months temporary living. Twelve months if constructing a new
home.
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Payment
of all costs (closing costs, points, commissions, etc.) on both the
buying
and selling side of the home transaction. Objective is to keep Executive
whole.
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Moving
and storage of all household goods, including cars and boat, with
full
replacement value insurance.
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-10-
III. Miscellaneous.
3.1 Fundamental
Change of the Company.
The
Company will not consolidate or merge into or with another corporation, or
transfer all or substantially all of its assets to another corporation, unless
such other corporation shall assume or satisfy through termination and payment
as provided herein, the duties and obligations of the Company under this
Agreement.
3.2 Binding
Agreement.
This
Agreement shall be binding upon, and inure to the benefit of, the Executive
and
the Company and their respective successors and permitted assigns.
3.3 Governing
Law.
This
agreement shall be governed by and construed and interpreted in accordance
with
the laws of England whose courts shall be courts of competent
jurisdiction.
3.4 Substantive
Contracts.
Substantive contracts will be prepared which will include but not be limited
to
standard clauses with respect to Anti-compete, Confidential Information,
Intellectual Property Rights.
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IN
WITNESS
WHEREOF, the Company has caused this Agreement to be executed by its officers
thereunto duly authorized, and the Executive has executed this Agreement, all
as
of the day and year first above written.
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“COMPANY”
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“EXECUTIVE”
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Ethical
Holdings plc
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By:
/s/___________________________
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By:
/s/RAB ▇▇▇▇▇▇▇
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Title:
Chairman
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▇▇▇▇▇▇▇
▇. ▇. ▇▇▇▇▇▇▇
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Date:
23rd
November, 1998
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Date:
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