THIS AGREEMENT is made on the day of 2008 BETWEEN: WHEREAS:
Exhibit
10.07
THIS AGREEMENT is made on
the day
of 2008
BETWEEN:
|
(1)
|
SHIRE LIMITED, a company
incorporated in Jersey (registered number 99854) whose registered office
is at ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ (the “Company”);
and
|
|
(2)
|
«NAMEOFDIRECTOR»,
of Hampshire
▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ (the “Director”).
|
WHEREAS:
|
(A)
|
The Director
is a director of the Company on the date of this
Agreement.
|
|
(B)
|
The Company
has agreed to indemnify the Director, and the Director has agreed to give
certain undertakings to the Company, in each case on the terms of and
subject to the conditions of this
Agreement.
|
|
|
THIS AGREEMENT PROVIDES
as follows:
|
|
1.
|
INTERPRETATION
|
|
1.1
|
In this
Agreement:
|
|
|
(A)
|
“Associated
Company”
means any Subsidiary of the Company, any holding company of the
Company (if created) and any Subsidiary of that holding company (if
created);
|
|
|
(B)
|
“Companies
Law” means the Companies (Jersey) Law
1991;
|
|
|
(C)
|
“Subsidiary” means any subsidiary
of the Company, as defined in the Companies
Law;
|
|
|
(D)
|
references to
Clauses and sub-clauses are to clauses and sub-clauses of this
Agreement;
|
|
|
(E)
|
use of any
gender includes the other genders;
|
|
|
(F)
|
a reference to
any statute or statutory provision shall be construed as a reference to
the same as it may have been, or may from time to time be, amended,
modified or re-enacted; and
|
|
|
(G)
|
headings and
titles are inserted for convenience only and are to be ignored in the
interpretation of this Agreement.
|
|
1.2
|
If there is
any inconsistency between the provisions of this Agreement and the
provisions of any contract of employment or terms of appointment in effect
on the date of this Agreement between the Director and the Company, the
provisions of this Agreement shall
prevail.
|
- 1 -
|
2.
|
INDEMNITIES
|
|
2.1
|
Claims
by Third Parties
|
Subject to Clauses
2.2, 2.5 and 2.6, the Company undertakes to indemnify the Director against any
liability suffered or incurred by the Director on or after the date of this
Agreement:
|
|
(A)
|
in respect of
the Director’s acts or omissions (whether before, on or after the date of
this Agreement) while, or in the course of acting as, a director or
employee of the Company or a director or employee of any Subsidiary;
and/or
|
|
|
(B)
|
which
otherwise arise by virtue of the Director holding or having held such
office;
|
in
each case, to the extent arising out of or in connection with, directly or
indirectly, any claim, action or proceedings brought against the Director or any
other person by or on behalf of any third party (not being the Company or an
Associated Company) in any jurisdiction in respect of any alleged loss,
liability or damage actually or allegedly suffered by any third party, the
Company or an Associated Company.
|
2.2
|
Scope
of Indemnity for Claims by Third
Parties
|
The
indemnity in Clause 2.1 shall not apply to any liability incurred by the
Director:
|
|
(A)
|
to pay a fine
imposed in criminal proceedings;
|
|
|
(B)
|
to pay a sum
payable to a regulatory authority by way of a penalty in respect of
non-compliance with any requirement of a regulatory
nature;
|
|
|
(C)
|
in defending
any criminal proceedings in which he is
convicted;
|
|
|
(D)
|
in connection
with any application made under Article 212 of the Companies Law in
connection with which the court refuses to grant him relief;
and
|
|
|
(E)
|
unless, in
connection with the matters giving rise to the liability, the Director
acted in good faith with a view to the best interests of the Company, or
in connection only with any liability incurred in defending civil
proceedings (regardless of whether the Director has acted in good faith
with a view to the best interests of the Company), judgment is given in
favour of the Director.
|
|
2.3
|
Claims
by or on behalf of the Company or an Associated
Company
|
Subject to Clauses
2.4, 2.5 and 2.6, the Company undertakes to indemnify the Director against any
liability incurred by him as a director in defending any civil or criminal
claim, action or proceedings which relate to anything done or omitted, or
claimed to have been done or omitted, by him which are brought against the
Director or any other person by or on behalf of the Company or an Associated
Company.
- 2 -
|
2.4
|
Exclusions
from Indemnity for Claims by or on behalf of the Company or an Associated
Company
|
The
indemnity in Clause 2.3 shall not apply to any liability:
|
|
(A)
|
(for the
avoidance of doubt) incurred by the Director to the Company or an
Associated Company;
|
|
|
(B)
|
incurred by
the Director in defending any criminal proceedings in which he is
convicted;
|
|
|
(C)
|
incurred by
the Director in defending any civil proceedings in which judgment is given
against him; and
|
|
|
(D)
|
incurred by
the Director in connection with any application made under Article 212 of
the Companies Law in which the court refuses to grant him
relief.
|
|
2.5
|
Funding
of Expenditure
|
|
|
(A)
|
Subject to the
provisions of this Agreement, the Company agrees to loan to the Director,
on an interest free basis, such funds as may be required to meet any
expenditure incurred or to be incurred by him, in defending any claim,
action or proceedings falling within the scope of such claims, actions, or
proceedings as are covered by the provisions of Clause 2.1 and
2.3.
|
|
|
(B)
|
Subject to
Clause 2.5(C) below, if the Company loans funds to the Director pursuant
to Clause 2.5(A) then such loan shall become due and repayable upon any
conviction of, judgment given against, or refusal of relief to, the
Director becoming final or the claim, action, or proceeding otherwise
being settled or terminating.
|
|
|
(C)
|
In the event
that the liability to which the loan relates can properly be discharged by
way of indemnity in accordance with Clause 2, the obligation to repay such
loan will be discharged by way of indemnity in accordance with this Clause
2.
|
|
|
(D)
|
For purposes
of this Clause 2.5(B), a conviction, judgment or refusal of relief becomes
final:
|
|
(i)
|
if not
appealed against, at the end of the period for bringing an appeal;
or
|
|
(i)
|
if appealed
against, at the time when the appeal (or any further appeal) is determined
and the period for bringing any further appeal has ended or if the appeal
is abandoned or otherwise ceases to have
effect.
|
|
2.6
|
Limitations
on indemnity
|
Without prejudice to
any other rights or remedies which may be available to the Director, the
indemnity granted by the Company to the Director in either Clause 2.1 or Clause
2.3
- 3 -
shall not apply to
the extent that it is not permitted by, or consistent with, law or statute from
time to time in force (including, without limitation, the Companies Law), the
memorandum and articles of the Company or the rules and regulations of any
regulatory body.
|
3.
|
Conduct
of Claims and Access to Information
|
|
3.1
|
Without
prejudice to the sub-clause 3.2, if the Director becomes aware of any
claim, action or demand against him which could give rise to any claim,
action or demand by him against the Company under Clause 2.1 (referred to
herein as a “Third
Party Claim”), the Director
shall:
|
|
|
(A)
|
within 20 days
of becoming so aware, notify the Company in writing of the existence of
such Third Party Claim, giving reasonable details in that notification
(or, to the extent that such details are not available to the Director at
that time, as soon as possible thereafter) of the person(s) making such
Third Party Claim, the circumstances leading to, and the grounds for, that
Third Party Claim and the quantum or possible quantum of the Third Party
Claim;
|
|
|
(B)
|
subject to the
Company agreeing to pay the reasonable out-of-pocket expenses of the
Director, give such access to premises, chattels, documents and records to
the Company and its professional advisers as the Company may reasonably
request;
|
|
|
(C)
|
take such
action and give such information and assistance in order to avoid,
dispute, resist, mitigate, settle, compromise, defend or appeal any Third
Party Claim or judgment or adjudication with respect thereto as the
Company may reasonably request;
|
|
|
(D)
|
at the request
of the Company, allow the Company to take the sole conduct of such actions
as the Company may deem appropriate in connection with any such Third
Party Claim in the name of the Director and in that connection the
Director shall give or cause to be given to the Company all such
assistance as the Company may reasonably require in avoiding, disputing,
resisting, mitigating, settling, compromising, defending or appealing any
such Third Party Claim and shall instruct such solicitors or other
professional advisers as the Company may nominate to act on behalf of the
Director in relation thereto but to act in accordance with the Company’s
sole instructions;
|
|
|
(E)
|
make no
admission of liability, agreement, settlement or compromise with any
person in relation to any such Third Party Claim without the prior written
consent of the
Company; and
|
|
|
(F)
|
take all
reasonable action to mitigate any loss suffered by him in respect of such
Third Party Claim.
|
- 4 -
|
3.2
|
In any event,
the Company shall be entitled at any stage and at its sole discretion to
settle any Third Party Claim and shall be under no obligation in this
respect to notify the Director of its decision so to settle such Third
Party Claim.
|
|
3.3
|
If the
Director intends to make a claim, action or demand against the Company
under Clause 2.3 (referred to herein as a “Costs
Claim”) the Director shall:
|
|
|
(A)
|
promptly
notify the Company in writing of his intention to make such a Costs Claim,
giving reasonable details in that notification (or, to the extent that
such details are not available to the Director at that time, as soon as
possible thereafter) of the grounds for that Costs Claim and the quantum
or possible quantum of the Costs
Claim;
|
|
|
(B)
|
subject to the
Company agreeing to pay the reasonable out-of-pocket expenses of the
Director, take such action and give such information and access to
premises, chattels, documents and records to the Company and its
professional advisers as the Company may reasonably
request;
|
|
|
(C)
|
take all
reasonable action to mitigate any loss suffered by him in respect of such
Costs Claim.
|
|
4.
|
Notices
|
|
4.1
|
A notice under
this Agreement shall only be effective if it is in
writing. Faxes are permitted. E-mail is not
permitted.
|
|
4.2
|
Notices under
this Agreement shall be sent to a party at its address or number and, in
the case of the Company, for the attention of the individual, set out
below:
|
|
Party and title of
individual
|
Address
|
Fax number
|
|
Company
Attention:
Global General Counsel
|
▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇,
▇▇
▇▇▇▇▇▇▇,
▇▇▇▇▇▇ ▇▇▇
▇▇▇
with a copy
to:
▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇
|
▇▇▇ ▇▇▇▇ ▇▇▇
▇▇▇
|
|
Director
|
Hampshire
▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇
|
- 5 -
|
4.3
|
Either party
may change its notice details on giving notice to the other party of the
change in accordance with this Clause. That notice shall only
be effective on the date falling two Business Days after the notification
has been received or on such later date as may be specified in the
notice.
|
|
4.4
|
Subject to
sub-clause 4.5 and without prejudice to sub-clause 4.6, any notice given
under this Agreement shall not be effective until it is received by the
intended recipient.
|
|
4.5
|
Any notice
which is received by its intended recipient under this Agreement outside
normal working hours in the place to which it is addressed shall be deemed
to have been given at the start of the next period of normal working hours
in such place.
|
|
4.6
|
No notice
given under this Agreement may be withdrawn or revoked except by notice
given in accordance with this
Clause.
|
|
5.
|
Remedies
and Waivers
|
|
5.1
|
No delay or
omission by either party to this Agreement in exercising any right, power
or remedy provided by law or under this Agreement
shall:
|
|
|
(A)
|
affect that
right, power or
remedy; or
|
|
|
(B)
|
operate as a
waiver of it.
|
|
5.2
|
The single or
partial exercise of any right, power or remedy provided by law or under
this Agreement shall not preclude any other or further exercise of it or
the exercise of any other right, power or
remedy.
|
|
5.3
|
The rights,
powers and remedies provided in this Agreement are cumulative and not
exclusive of any rights, powers and remedies provided by
law.
|
|
6.
|
Invalidity
|
If
at any time any provision of this Agreement is or becomes illegal, invalid or
unenforceable in any respect under the law of any jurisdiction, that shall not
affect or impair:
|
|
(A)
|
the legality,
validity or enforceability in that jurisdiction of any other provision of
this Agreement; or
|
|
|
(B)
|
the legality,
validity or enforceability under the law of any other jurisdiction of that
or any other provision of this
Agreement.
|
- 6 -
|
7.
|
No
Partnership
|
Nothing in this
Agreement and no action taken by the parties under this Agreement shall
constitute a partnership, association, joint venture or other co-operative
entity between the parties.
|
8.
|
Entire
Agreement
|
|
8.1
|
This
Agreement, the Company’s Articles of Association and, subject to Clause
1.2, any provision of any employment contract or terms of appointment
under which the Director is, or is entitled to be, indemnified by the
Company, constitute the whole and only agreement between the parties
relating to the indemnification of the Director by the Company and the
obligations of the parties in relation to Third Party Claims and Costs
Claims.
|
|
8.2
|
This Agreement
may only be varied in writing signed by each of the
parties.
|
|
9.
|
Assignment
|
|
9.1
|
The Company
may at any time assign all or any part of the benefit of, or its rights or
benefits under, this Agreement to any
Subsidiary.
|
|
9.2
|
The Director
shall not assign, or purport to assign, all or any part of the benefit of,
or his rights or benefits under, this Agreement, provided that the benefit
of, and rights under, this Agreement shall ensure to the benefit of, and
be enforceable by, the successors, heirs and personal representatives of
the Director.
|
|
10.
|
Confidentiality
|
|
10.1
|
Subject to
Clause 11.3, each party shall treat as confidential all information
obtained as a result of entering into or performing this Agreement which
relates to:
|
|
|
(A)
|
the provisions
of this Agreement;
|
|
|
(B)
|
any
negotiations relating to this
Agreement;
|
|
|
(C)
|
the subject
matter of this
Agreement; or
|
|
|
(D)
|
the other
party
|
(in each case referred to herein as “Confidential
Information”).
|
10.2
|
Subject to
Clause 11.3, each party shall:
|
|
|
(A)
|
not disclose
any Confidential Information to any person other than any of its
professional advisers and, in the case of the Company, directors and
employees and directors and employees of any Subsidiary who need to know
such information in order to discharge their respective
duties; and
|
- 7 -
|
|
(B)
|
procure that
any person to whom any Confidential Information is disclosed by it
complies with the restrictions contained in this Clause as if such person
were a party to this Agreement.
|
|
10.3
|
Notwithstanding
the other provisions of this Clause, either party may disclose
Confidential Information:
|
|
|
(A)
|
if and to the
extent required by law;
|
|
|
(B)
|
in the case of
the Company, if and to the extent required by any securities exchange or
regulatory or governmental body to which the Company is subject or
submits, wherever situated, including (amongst other bodies) the Stock
Exchange, the Jersey Financial Services Commission, the Financial Services
Authority or The Panel on Takeovers and Mergers, whether or not the
requirement for information has the force of
law;
|
|
|
(C)
|
to its
professional advisers, and, in the case of the Company, its auditors and
bankers;
|
|
|
(D)
|
if and to the
extent the Confidential Information has come into the public domain
through no fault of that
party; or
|
|
|
(E)
|
if and to the
extent the other party has given prior written consent to the disclosure,
such consent not to be unreasonably withheld or
delayed.
|
Any
Confidential Information to be disclosed by either party pursuant to
paragraph (A), (B), (C) or (D) shall be disclosed only after notice to the
other party.
|
10.4
|
The
restrictions contained in this Clause shall continue to apply after the
Director ceases to be a director of the Company, without limit in
time.
|
|
11.
|
Counterparts
|
|
11.1
|
This Agreement
may be executed in any number of counterparts, and by the parties on
separate counterparts, but shall not be effective until each party has
executed at least one counterpart.
|
|
11.2
|
Each
counterpart shall constitute an original of this Agreement, but all the
counterparts shall together constitute but one and the same
instrument.
|
|
12.
|
Choice
of Governing Law
|
This Agreement is
governed by, and shall be construed in accordance with, Jersey law.
- 8 -
|
13.
|
Jurisdiction
|
The
courts of Jersey are to have jurisdiction to settle any dispute arising out of
or in connection with this Agreement. Any proceedings relating to
this Agreement may therefore be brought in the Jersey courts.
|
14.
|
Process
agent
|
|
14.1
|
Without
prejudice to any other mode of service allowed under Jersey law, the
Director:
|
|
|
(A)
|
irrevocably
appoints Mourant & Co Secretaries Limited of ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇, as its agent for service of process in relation to
any proceedings before the Jersey courts in connection with this
Agreement;
|
|
|
(B)
|
agrees that,
if a process agent ceases to act as process agent or no longer has an
address in Jersey, it shall appoint a substitute process agent acceptable
to the Company within ten Business Days and to deliver to the Company a
copy of the new process agent's acceptance of that appointment, and
failing this, the Company may appoint another agent for this purpose;
and
|
|
|
(C)
|
agrees that
the failure by a process agent to notify him of any process will not
invalidate the proceedings
concerned.
|
|
14.2
|
The Company
shall send by post to the Director a copy of any document served on his
agent for service of process. However no failure or delay in so
doing shall prejudice the effectiveness of service of such document or
give rise to any claim by the Director against the
Company.
|
IN WITNESS of which this
Agreement has been executed and delivered on the date which first appears on
page 1 above.
|
Company
|
|
|
SIGNED for and on behalf
of
SHIRE
LIMITED
|
)
)
)
|
- 9 -
|
Director
|
|
|
SIGNED by
«NAMEOFDIRECTOR»
in the
presence of:
|
)
)
)
)
|
|
………………………………………………………
|
|
|
Witness
|
|
|
………………………………………………………
|
|
|
Address
|
|
CE080650048
- 10 -
|
Dated
|
,
2008
|
SHIRE
LIMITED
and
«NAMEOFDIRECTOR»
_____________________________________________
DIRECTOR’S
INDEMNITY
_____________________________________________
▇▇▇▇▇▇▇▇▇
and May
▇▇▇
▇▇▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇ ▇▇▇▇
▇▇▇