Conditional upon completion of
the cash subscription, placing
and open offer to be made by
Huntingdon Life Sciences Group Plc
in August/September 1998
DATED 1998
HUNTINGDON LIFE SCIENCES GROUP PLC
and
HARFORD CONSULTANCY SERVICES LIMITED
and
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DEED OF VARIATION
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Tel: ▇▇▇▇ ▇▇▇ ▇▇▇▇
THIS AGREEMENT is made on the day of 1998
B E T W E E N:
1. HUNTINGDON LIFE SCIENCES GROUP PLC whose registered office is at
▇▇▇▇▇▇▇ Road, Alconbury, Huntingdon, Cambridgeshire PE17 5HS (the
"Company"); and
2. HARFORD CONSULTANCY SERVICES LIMITED [whose registered office is at ▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ODP] (the "Consultant"); and
3. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ of [ ] ("▇▇ ▇▇▇▇▇▇▇▇▇▇")
AND IS SUPPLEMENTAL to:-
1. A consultancy agreement dated 20 March 1995 between the Company
(formerly Huntingdon International Holdings plc) and the Consultant
(the "Consultancy Agreement"); and
2. An agreement dated 20 March 1995 between the Company (formerly
Huntingdon International Holdings plc) and ▇▇ ▇▇▇▇▇▇▇▇▇▇ (the
"Supplemental Agreement"); and
3. An agreement dated 23 December 1995 between the Company (formerly
Huntingdon International Holdings plc) and the Consultant (the
"Variation Agreement").
WHEREAS
1. The Consultant is currently providing the services of ▇▇ ▇▇▇▇▇▇▇▇▇▇ to
the Company and the Group (as defined below) and the parties wish to
record the terms of a variation agreed between them in respect of the
Consultancy Agreement, the Supplemental Agreement and the Variation
Agreement.
IT IS AGREED as follows:
1. The terms of this agreement shall have effect from [ ] 1998
("Effective Date").
2. The period of notice required in order for either the Company or the
Consultant to terminate the Consultancy Agreement shall be one month's
written notice, given at any time after the Effective Date and clause
2.2 of the Consultancy Agreement shall be amended accordingly.
3. The duties of ▇▇ ▇▇▇▇▇▇▇▇▇▇ as set out in clause 3 of the Consultancy
Agreement shall cease to apply and the duties of ▇▇ ▇▇▇▇▇▇▇▇▇▇ shall be
as follows:
3.1 ▇▇ ▇▇▇▇▇▇▇▇▇▇ will act as a non-executive director of the Company;
3.2 ▇▇ ▇▇▇▇▇▇▇▇▇▇ will be subject to the normal duties and
responsibilities of a director at law and will be expected to
comply with the principles of good corporate governance and
guidelines issued from time to time by the Institute of
Directors;
3.3 ▇▇ ▇▇▇▇▇▇▇▇▇▇ will be required to attend all board meetings of
the Company and where relevant, other Group Companies and will
be required to make himself available for consultation of the
affairs of the Company and, where relevant, other Group
Companies;
3.4 ▇▇ ▇▇▇▇▇▇▇▇▇▇ will be required to sit on any committees on which
he is elected to sit by the Board;
3.5 ▇▇ ▇▇▇▇▇▇▇▇▇▇ will be expected to bring an objectivity and
independence of view to the discussions of the Board and
assist the Board in maintaining high standards of financial
probity.
4. The Consultant shall make ▇▇ ▇▇▇▇▇▇▇▇▇▇ available to carry out his
duties at all reasonable times and, in any event, for a minimum of the
equivalent of 1 working day each month, together with any additional
time which may be required for committee business. The Company will
give to the Consultant reasonable prior notification of the time, date
and venue of all meetings of the Board and of any committees to which
▇▇ ▇▇▇▇▇▇▇▇▇▇ is elected, unless their circumstances do not otherwise
permit.
5. The Consultant shall procure that ▇▇ ▇▇▇▇▇▇▇▇▇▇ attends the Company's
premises, when reasonably requested to do so by the Company, in order
properly to perform his duties.
6. Clause 4 of the Consultancy Agreement shall cease to apply and in place
of the sums provided for in such clause 4, the Company shall pay
to the Consultant a fee of (pound)20,000 plus VAT per annum in respect
of the services of ▇▇ ▇▇▇▇▇▇▇▇▇▇, which fee will accrue from day to
day and which will be payable monthly in arrears, within 30 days after
receipt of an appropriate VAT invoice from the Consultant. The
Consultant and ▇▇ ▇▇▇▇▇▇▇▇▇▇ confirm, by their signatures to this
agreement, that they have no claim against the Company or any Group
Company arising out of clause 4 of the Consultancy Agreement and, to
the extent that any such claim exists, both the Consultant and ▇▇
▇▇▇▇▇▇▇▇▇▇ irrevocably waive such claim and release the Company and/or
any Group Company from any liability whatsoever in respect of it.
7. Clause 5 of the Consultancy Agreement shall cease to have effect and
the Consultant and ▇▇ ▇▇▇▇▇▇▇▇▇▇ confirm, by their signatures to this
agreement, that they have no claim against the Company or any Group
Company arising out of clause 5 of the Consultancy Agreement and, to
the extent that any such claim exists, both the Consultant and ▇▇
▇▇▇▇▇▇▇▇▇▇ irrevocably waive such claim and release the Company and/or
any Group Company from any liability whatsoever in respect of it.
8. Clause 7 of the Consultancy Agreement shall continue for so long as any
lease under which a motor car is provided to the Consultant and which
is in effect as at the Effective Date remains in full force and effect
but so that the Company's obligations pursuant to clause 7 of the
Consultancy Agreement will cease immediately upon termination of this
agreement for whatever reason.
9. Other than as varied by this agreement, all terms and conditions of the
Consultancy Agreement shall remain in full force and effect.
10. All terms and conditions of the Supplemental Agreement shall remain in
full force and effect.
11. All terms and conditions of the Variation Agreement shall cease to have
effect. The Consultant and ▇▇ ▇▇▇▇▇▇▇▇▇▇, by their signatures to this
agreement, confirm that they have no claim against the Company or any
Group Company arising out of the Variation Agreement and, to the extent
that any such claim exists, irrevocably waive such claim and release
the Company and/or any Group Company from any liability whatsoever in
respect of it.
13. SEVERENCE
The various provisions of this agreement are severable and if any
provision is held to be invalid or unenforceable by a court of
competent jurisdiction then such invalidity or unenforceability shall
not affect the remaining provisions of this agreement.
14. ASSIGNMENT AND DELEGATION
The Consultant shall not assign this agreement to any person; nor shall
the Consultant sub-contract or delegate to any person any of the
Consultant's obligations under it.
15. GOVERNING LAW
15.1 This agreement shall be governed by and construed in accordance with
English law.
15.2 The parties agree that the courts of England are to have exclusive
jurisdiction to settle any dispute which may arise out of or in
connection with this agreement and submit to the jurisdiction of those
courts.
16. NOTICES
16.1 Any notice or other document to be served under this agreement may be
delivered or sent by first class post or telex or facsimile process to
the party to be served at its registered office (in the case of the
Company marked for the attention of the Company Secretary) for the time
being.
16.2 Unless the contrary is proved, any such notice or other document shall
be deemed to have been served:
(a) if delivered, at the time of delivery;
(b) if posted, at 10.00am on the second Working Day after it was
put into the post; or
(c) if sent by telex or facsimile process, at the expiration of
two hours after the time of despatch, if despatched before
3.00pm on any Working Day, and in any other case at 10.00am on
the Working Day following the date of despatch.
16.3 In proving such service it shall be sufficient to prove that delivery
was made or that the envelope containing such notice or other document
was properly addressed and posted as a pre-paid first class letter or
that the telex or facsimile message was properly addressed and
despatched as the case may be.
17. DEFINITIONS AND INTERPRETATION
17.1 In this agreement unless the context otherwise requires the following
expressions shall have the following meanings:
"Associated Company" means:
(a) a company which is not a
Subsidiary of the Company
but whose issued equity
share capital (as defined
in s744 of the Companies
Act 1985) is owned as to at
least 20% by the Company or
one of its Subsidiaries;
and
(b) a Subsidiary (as defined below)
"Board" the board of directors for the time being
of the Company;
"Group" means the Company and its subsidiaries
and Associated Companies for the time
being and "Group Company"
means any one of them;
"Subsidiary" means a Subsidiary within the meaning
of s736 of the Companies Act 1985;
"Working Day" means a day other than a Saturday,
Sunday or bank or other
public holiday in England;
17.2 Any reference to a statutory provision shall be deemed to include a
reference to any statutory modification or re-enactment of it.
17.3 The headings in this Agreement are for convenience only and shall not
affect its construction or interpretation.
17.4 References in this Agreement to a person include a body corporate and
an incorporated association of persons and references to a company
include any body corporate.
17.5 Where appropriate, references to the Executive include his personal
representatives.
IN WITNESS of which this agreement has been executed and delivered the day and
year first above written.
EXECUTED as a DEED by )
HUNTINGDON LIFE SCIENCES )
GROUP PLC acting by )
two directors and/or one director )
and the secretary )
...............................
Director
...............................
Director/Secretary
EXECUTED as a DEED by )
HARFORD CONSULTANCY )
SERVICES LTD acting by )
two directors and/or one director )
and the secretary )
...............................
Director
...............................
Director/Secretary
EXECUTED as a DEED by )
▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇▇▇ )
in the presence of: )
...............................
Signature of Witness
...............................
Address
................................
Occupation