Deed of Variation
between
Huntingdon Life Sciences Limited
as the Company
and
Huntingdon Life Sciences Group plc
and
▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
as the Director
THIS DEED is dated the 7th day of August 1998 and made
BETWEEN:
(1) Hungtindon Life Sciences Limited ("the Company"), registered in England
and Wales and having its registered office at ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇;
(2) Huntingdon Life Sciences Group plc ("HSLG plc") registered in England
and Wales and having its registered office at ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇; and
(3) ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ("the Director") of Delamere, ▇▇▇▇▇▇'▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇,
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇.
BACKGROUND
The Director is currently employed by the Company and is entering into this
Agreement to vary his existing service agreement with the Company such that his
employment with the Company will terminate by mutual consent on 31 December
1998. For the avoidance of doubt, in respect of matters to which this Deed
relates it will supersede his existing terms and conditions of employment, but
otherwise the existing terms and conditions will remain unchanged.
For the mutual considerations contained in this Agreement and the attached
compromise agreement taken together THE PARTIES AGREE THAT:
1. This agreement is expressly conditional on the completion of the cash
subscription and open offer for new shares in HLSG plc in September
1998.
2. Unless the context otherwise requires in this Agreement the following
words and phrases have the following meanings given below:
(A) "Associated Company" means any holding company (as defined in
section 736 of the Companies Act 1985) of the Company and any
company of which the Company, any such holding company, or any
subsidiary (as defined in section 736 of the Companies Act
1985) of the Company or any such holding company, holds or
controls more than 20% in nominal value of the equity share
capital;
(B) "Group" means the Company and any Associated Company and
"Group Company' shall be construed accordingly; and
(C) :Service Contract" means the contract of employment entered
into by the Director and the Company dated 15 March 1993 (as
amended on 31 May 1994, 05 October 1994, 10 March 1995 and 05
March 1997);
3. It is hereby agreed that the employment of the Director with the
Company will terminate on 31 December 1998 with immediate effect and
without any notice or further payment (save as specified below) from
the Company or any Group Company. The Director will continue to receive
his salary and other contractual benefits until that date.
4. It is agreed that, whilst the Director will remain in employment until
31 December 1998, the Company may, at its discretion, assign to the
Director some or none of the duties under his Service Contract and may
require the Director not to attend at the Company's premises for some
or none of the period. Such instructions from the Company shall not
constitute a breach of the Service Contract.
5. The Company agrees to give further consideration to ways in which the
Director will be given financial incentives to maximize the
profitability of the Company and/or any Group Company and the value of
its assets during the period until the termination of his employment.
6. As soon as is reasonably practicable and, in any event, within 14 days
of the termination of employment of the Director on the date referred
to in paragraph 3 above, both parties will enter into a comprising
agreement in the form attached hereto. Under the terms of that
agreement The Company will pay to the Director the sum of
(pound)250,000 )less such tax and national insurance as is properly
deductible therefrom) which the parties acknowledge is in consideration
for the variation in the rights of the Director under the terms of the
Service Contract and loss of employment.
7. The Director hereby confirms that he has, as at the date of this
Agreement, taken independent legal advice on the implications of
signing a compromise agreement in the attached form.
8. It is hereby agreed that all provisions in the Service Agreement, the
agreement between the Director and HLSG plc dated 31 May 1994, and the
agreement made between the Company, the Director and HLSG plc dated 10
March 1995 relating to payments to the Director on a change of control
are hereby deleted with immediate effect.
9. The Director will, immediately upon termination of his employment, sign
and date a letter resigning all directorships he holds in the Company
or any Group Company with immediate effect in the form attached hereto.
Should the Director fail to do so within seven days of the date of
termination of employment the Company is hereby irrevocably authorised
to appoint a person in his name and on his behalf to execute any
documents and to do all things requisite to give effect thereto.
10. The Company agrees that it will consult with the Director prior to any
announcement being made within the Group or externally concerning the
termination of his employment.
11. The Director acknowledges that he has not and will not receive any
payment from the Company or any Group Company in respect of his loss of
office as director of the Company or any Group Company as contemplated
by paragraph 9 above.
12. This Deed shall be governed by and interpreted in accordance with the
English Law.
IN WITNESS whereof this Deed has been entered into the day and year first before
written.
SIGNED by (Director) )
and (Secretary) )
and thereby executed by HUNTINGDON )
LIFE SCIENCES LIMITED )
as its Deed )
SIGNED by (Director) )
and (Secretary) )
and thereby executed by HUNTINGDON )
LIFE SCIENCES GROUP PLC )
as its Deed )
SIGNED AS A DEED AND DELIVERED )
By the said ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ )
CLIFFE )
In the presence of
Name:
Address:
Occupation:
WITHOUT PREJUDICE
SUBJECT TO CONTRACT
DRAFT COMPROMISE AGREEMENT
This Agreement is made the [insert date of completion] between Huntingdon Life
Sciences Limited (the "Company") and ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ("the Employee").
1. Following the termination of the employment of the Employee with the
Company on 31 December 1998 the Company will within 14 days of the
later of (a) the date of this Agreement; and (b) the Employee's
compliance with paragraph 3 below pay to the Employee the sum of
(pound)250,000 (less such income tax and national insurance if any as
the Company is obliged by law to deduct and less any outstanding sums
owed by the Employee to the Company for example by way of loan) by way
of compensation for loss of employment.
2. The Employee hereby agrees to be responsible of the payment of any
tax in respect of the sum payable under paragraph 1 (other than for
the avoidance of doubt, any tax withheld by the Company in paying
the sum to the Employee) and the Employee hereby agrees to
indemnify the Company and any other company in the group of
companies of which the Company is a member ("group Company") and
keep the Company and all other Group Companies indemnified on a
continuing basis against any claim or demand which is made against
the Company and/or any Group Company in respect of any liability of
the Company and/or any Group Company to deduct an amount if tax or
an amount in respect of tax from the payment made under this
Agreement, including any interest or penalties imposed in connection
therewith and including, but without prejudice to the generality
of the foregoing, any claim or demand made in respect of United
Kingdom Income Tax or PAYE.
3. Before payment under paragraph 1 is made the Employee shall return to
the Company any remaining property belonging to the Company which has
been in his possession or under his control, including (without
limitation) the facsimile machine, credit card, keys, and other
documents (whether confidential or not) or any other property in his
possession or under his control by reason of his employment with the
Company (and any copies of any of the foregoing) and the Company shall
not unreasonably withhold its confirmation that all such property has
been returned.
4. The arrangements et out in this Agreement are in full and final
settlement of all or any claims, costs, expenses or rights of
action of any kind whatsoever or howsoever arising (whether arising
under common law, statute or otherwise and whether arising in the
United Kingdom or in any other country in the world and including,
but not limited to, any claims under the Equal Pay ▇▇▇ ▇▇▇▇, Sex
Discrimination ▇▇▇ ▇▇▇▇,▇▇▇▇ Relations ▇▇▇ ▇▇▇▇, Trade Union
and Labour Relations (Consolidation) ▇▇▇ ▇▇▇▇, Employment Rights
▇▇▇ ▇▇▇▇, Disability Discrimination ▇▇▇ ▇▇▇▇ or in respect of
which a Conciliation Officer is authorised to act or any claims
arising under any directive or other legislation applicable in
the United Kingdom by virtue of the United Kingdom's membership of
the European Union which the Employee has or may have against the
Company or any Group Company or against any employee, agent or
office of the Company or Group Company and whether arising directly
or indirectly out of or in connection with the Employee's contract
of employment with the Company and any collateral contracts with any
Group Company, their termination or otherwise.
5. The Employee hereby confirms that he continues to be bound by the terms
of the restrictions contained in clause 9 of his contract of employment
with the Company.
6. The Employee acknowledges that by reason of his continuing obligations
of confidentiality he is obliged to keep the circumstances surrounding
the termination of his employment and the terms of this Agreement
confidential, but that nothing in this Agreement shall prevent either
party from disclosing information as required by law or any
self-regulatory organisation or in order to take professional advice or
as ordered by a court of competent jurisdiction.
7. The Employee hereby warrants that he has not at any time committed a
repudiatory breach of his contract of employment which would entitle
the Company to terminate his employment without notice.
8. The Employee has received independent advice from [insert name of
adviser] acting in [his/her] capacity as a qualified lawyer in the firm
of [insert name of firm] who holds a current practising certificate as
to the terms and effect of this Agreement and in particular its effect
on the ability of the Employee to pursue his rights before an
employment tribunal. There was in force when [adviser] gave the advice
referred to in this paragraph a contract of insurance, or an indemnity
provided for members of a profession or professional body covering the
risk of a claim by the Employee in respect of loss arising in
consequence of this advice.
9. This Agreement satisfies the conditions for regulating compromise
agreements under the Sex Discrimination ▇▇▇ ▇▇▇▇, Race Relations ▇▇▇
▇▇▇▇, Trade Union and Labour Relations (Consolidation) ▇▇▇ ▇▇▇▇, the
Employment Rights ▇▇▇ ▇▇▇▇ and the Disability Discrimination ▇▇▇ ▇▇▇▇.
10. [Adviser] by signing this letter confirms to the Company that, to the
best of [his/her] knowledge and belief, the statements set out in
paragraphs 7 and 8 are correct.
11. The Employee shall on the date of his signature to this Agreement
resign as a director of the Company and all other Group Companies in
which he holds directorship in the form attached hereto.
This Agreement although marked "Without Prejudice" will upon signature by all of
the parties be treated as an open document evidencing an agreement binding on
the parties.
Signed.......................................
For and on behalf of the Company
Dated .......................................
Signed.......................................
The Employee
Dated .......................................
Signed.......................................
[Adviser]
Dated .......................................
To the Board of Directors
Huntingdon Life Sciences Group plc
Huntingdon Life Sciences Ltd
[insert names of other Group Companies in which directorships are held]
Dear Sirs
Huntingdon Life Sciences Group plc
Huntingdon Research Centre ltd
[insert names of other Group Companies in which directorships are held]
I hereby resign from the office of Director of the above companies with
immediate effect, and I acknowledge and confirm that I have no claim of
whatsoever kind outstanding for compensation or otherwise against the above
companies, their servants, officers, agents or employees in respect of the
termination of my directorships.
Yours faithfully
SIGNED and DELIVERED as a DEED )
By ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ )
CLIFFE )
In the presence of )