DATED January 6, 2005 SERVICE AGREEMENT STEPHENSON HARWOOD One, St. Paul's Churchyard London EC4M 8SH Tel: 020 7329 4422 Fax: 020 7606 0822 Ref: 1040
Service
Agreement - ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇▇▇▇▇ - pSiMedica
DATED
January 6, 2005
(1) PSIMEDICA
LIMITED
(2)
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Tel:
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Ref:
1040
CONTENTS
Page
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1
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DEFINITIONS
AND INTERPRETATION
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1
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2
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APPOINTMENT
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2
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3
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DURATION
OF THE EMPLOYMENT
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2
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4
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SCOPE
OF THE EMPLOYMENT
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3
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5
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PLACE
OF WORK
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4
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6
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REMUNERATION
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5
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7
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EXPENSES
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6
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8
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HOLIDAYS
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6
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9
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SICKNESS
BENEFITS
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7
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10
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PENSION
AND BENEFITS
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8
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11
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RESTRICTIONS
DURING THE EMPLOYMENT
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9
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12
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CONFIDENTIAL
INFORMATION AND COMPANY DOCUMENTS
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10
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13
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INVENTIONS
AND OTHER INTELLECTUAL PROPERTY
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11
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14
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TERMINATION
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13
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15
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RESTRICTIVE
COVENANTS
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15
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16
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DISCIPLINARY
AND GRIEVANCE PROCEDURES
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17
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17
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NOTICES
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18
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18
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FORMER
CONTRACTS OF EMPLOYMENT
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18
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19
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CHOICE
OF LAW AND SUBMISSION TO JURISDICTION
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18
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20
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GENERAL
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19
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AGREEMENT
Dated:
2005
BETWEEN:
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(1)
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PSIMEDICA
LIMITED (registered
in England and Wales under number 4027099) whose registered office
is at
▇▇▇, ▇▇ ▇▇▇▇’▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ("the
Company");
and
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|
(2)
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DR
▇▇▇▇ ▇▇▇▇▇-▇▇▇▇▇▇▇▇
of
3 Cheslyn Grange, ▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇., ▇▇▇▇ ▇▇▇
("the
Executive").
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IT
IS AGREED as
follows:
1 DEFINITIONS
AND INTERPRETATION
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1.1
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In
this Agreement unless the context otherwise requires the following
expressions have the following
meanings:
|
"the
Board"
means
the board of directors for the time being of the Company or any committee of
directors for the time being;
"Confidential
Information"
means
information relating to the business, Intellectual Property Rights (as defined
in clause 13.2), products, affairs and finances of the Company or of any Group
Company for the time being confidential to it or to them or treated by it or
them as such and trade secrets (including, without limitation, technical data
and know-how) relating to the business of the Company or of any Group Company
or
of any of its or their suppliers, clients or customers, including in particular
(by way of example only and without limitation) the use of silicon technology
in
medical therapy;
"the
Employment"
means
the Executive's employment under this Agreement;
"the
ERA"
means
the Employment Rights ▇▇▇ ▇▇▇▇ as amended;
"the
Group"
means
the Company and the Group Companies;
"Group
Company"
means
any company which is for the time being a subsidiary or holding company of
the
Company and any subsidiary of any such holding company and for the purposes
of
this Agreement the terms "subsidiary"
and
"holding
Company"
shall
have the meanings ascribed to them by sections 736 and 736A Companies Act 1985
(and "Group
Companies"
shall
be interpreted accordingly);
“the
Salary”
means
the salary referred to in clause 6.1.
|
1.2
|
References
to clauses and schedules are unless otherwise stated to clauses of
and
schedules to this Agreement.
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1.3
|
The
headings to the clauses are for convenience only and shall not affect
the
construction or interpretation of this
Agreement.
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2 APPOINTMENT
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2.1
|
The
Company appoints the Executive and the Executive agrees to act as
Research
& Development Director of the Company on the terms of this Agreement.
On appointment you will become a director of the Company and initially
report to ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ as Executive
Chairman.
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|
2.2
|
With
the prior consent of the Executive but not otherwise the Company
may
appoint any other person or persons to act jointly with the Executive
in
any position to which he may be assigned from time to time without
loss of
status by the Executive.
|
3 DURATION
OF THE EMPLOYMENT
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3.1
|
The
Employment shall commence on the date of this Agreement and, subject
to
the provisions of this Agreement, shall continue until terminated
by
either party giving to the other not less than 6 months' notice in
writing
to expire on or at any time after the commencement
date.
|
|
3.2
|
Notwithstanding
clause 3.1, the Employment shall automatically terminate when the
Executive reaches the normal retiring age from time to time applicable
to
directors of the Company, currently being the age of 60.
|
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3.3
|
The
Company reserves the right to terminate the Employment without any
notice
or on notice less than that required by clause 3.1 provided that
if it
does so it will pay to the Executive a sum equal to, but no more
than, the
Salary in respect of that part of the period of notice in clause
3.1 which
the Company has not given to the Executive less any appropriate tax
and
other statutory deductions.
|
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3.4
|
At
any time or times during any period of notice of termination served
in
accordance with this clause 3 (whether given by the Company or the
Executive), the Company shall be under no obligation to assign any
duties
to the Executive and shall be entitled to exclude him from its premises
and any other premises to which during the currency of this Agreement
the
Executive has had access for the purposes of fulfilling his duties
under
this Agreement, provided that this shall not affect the Executive's
entitlement to receive the Salary and other contractual benefits
during
such period.
|
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3.5
|
For
the purposes of the ERA the Executive's period of continuous employment
began on the date of this Agreement. The Employment is not continuous
with
any previous employment.
|
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3.6
|
The
Executive represents and warrants that he is not bound by or subject
to
any court order, agreement, arrangement or undertaking which in any
way
restricts or prohibits him from entering into this Agreement or from
performing his duties under it.
|
4 SCOPE
OF
THE EMPLOYMENT
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4.1
|
During
the Employment the Executive shall:
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|
4.1.1
|
save
as provided for in accordance with clause 11.2.2, devote the whole
of his
time, attention and skill to the business and affairs of the Company
both
during normal business hours and during such additional hours as
are
necessary for the proper performance of his duties or as the Board
may
reasonably require from time to time;
|
|
4.1.2
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faithfully
and diligently perform such duties and exercise such powers consistent
with his position as may from time to time be assigned to or vested
in him
by the Board;
|
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4.1.3
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obey
the reasonable and lawful directions of the
Board;
|
|
4.1.4
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comply
with all the Company's rules, regulations, policies and procedures
from
time to time in force; and
|
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4.1.5
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keep
the Board at all times promptly and fully informed (in writing if
so
requested) of his conduct of the business of the Company and any
Group
Company and provide such explanations in connection with it as the
Board
may require.
|
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4.2
|
The
Executive shall if and so long as the Company requires and without
any
further remuneration carry out his duties on behalf of any Group
Company
and act as a director or officer of any Group
Company.
|
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4.3
|
The
Company may at its sole discretion transfer this Agreement to any
Group
Company at any time.
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5 PLACE
OF
WORK
|
5.1
|
The
Executive's place of work will initially be the Company's offices
at
Malvern
Hills Science ▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇
▇▇▇
but the Company may require the Executive to work at any place (whether
inside or outside the United Kingdom) for such periods as the Company
may
from time to time require but not outside the United Kingdom for
periods
exceeding 2 months in any 12 months.
|
|
5.2
|
If
the Executive's principal place of work is changed from the location
set
out in Clause 5.1 to a location which is outside reasonable commuting
distance from his home, the Company may entirely at its discretion
reimburse to him reasonable relocation expenses, including removal
costs
and estate agents' fee and solicitors' fees in accordance with its
relocation policy from time to time in force.
|
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5.3
|
The
Company will consult with the Executive on the effects on him of
any such
requirement to change his place of work on a permanent basis or to
move
house and will endeavour to take into account any concerns or difficulties
raised by the Executive in relation to such requirements.
|
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5.4
|
Should
the Executive choose to retain his permanent place of residence in
Watford
and not move within reasonable commuting distance from Malvern, the
Company will at its discretion reimburse the Executive for the cost
of him
renting accommodation in the Malvern area for the first 6 months
of his
Employment up to a maximum of £5,000 in total during that 6 month period,
subject to him providing such receipts or other appropriate evidence
as
the Company may require.
|
6 REMUNERATION
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6.1
|
The
Company shall pay to the Executive the Salary at the rate of £125,000 per
annum, on the last day of each calendar month by credit transfer
to his
bank account payable by equal monthly instalments in arrears. The
rate of
Salary will be reviewed annually in December, the first such review
to
take place on 1 December 2005.
|
| 6.2 |
The
Salary shall be inclusive of any fees to which the Executive may
be
entitled if he is appointed as a director of the Company or any Group
Company.
|
|
6.3
|
The
Executive shall be eligible to participate in such bonus scheme as
the
Company, at its sole discretion, shall from time to time operate,
subject
to the rules of such scheme from time to time in
force.
|
|
6.4
|
Payment
of the Salary and any bonus to the Executive shall be made either
by the
Company or by a Group Company and, if by more than one company, in
such
proportions as the Board may from time to time think
fit.
|
7 EXPENSES
|
7.1
|
The
Company shall reimburse the Executive in respect of all expenses
reasonably incurred by him in the proper performance of his duties,
subject to him providing such receipts or other appropriate evidence
as
the Company may require.
|
|
7.2
|
If
the Company issues to the Executive a company credit card then such
a
credit card is issued on condition that
he:
|
|
7.2.1
|
takes
good care of such card and immediately reports any loss of it to
the
Company;
|
|
7.2.2
|
uses
the card only for the purposes of the Company's business in accordance
with any applicable Company policy;
and
|
| 7.2.3 |
returns
the card immediately to the Company on
request.
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8 HOLIDAYS
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8.1
|
The
Executive shall be entitled, in addition to all Bank and Public holidays
normally observed in England, to 25 working days’ paid holiday in each
holiday year (being the
|
period
from 1st January to 31st December). The Executive may take his holiday only
at
such times as are agreed with the Board.
|
8.2
|
In
the respective holiday years in which the Employment commences or
terminates, the Executive's entitlement to holiday shall accrue on
a pro
rata basis for each completed calendar month of service during the
relevant year.
|
|
8.3
|
If,
on the termination of the Employment, the Executive has exceeded
his
accrued holiday entitlement, the value of such excess, calculated
by
reference to clause 8.2 and the Salary, may be deducted by the Company
from any sums due to him. If the Executive has any unused holiday
entitlement, the Company may either require the Executive to take
such
unused holiday during any notice period or make a payment to him
in lieu
of it, calculated in accordance with this clause
8.3.
|
|
8.4
|
Holiday
entitlement for one holiday year cannot be taken in subsequent holiday
years unless otherwise agreed by the Board. Failure to take holiday
entitlement in the appropriate holiday year will lead to forfeiture
of any
accrued holiday not taken without any right to payment in lieu of
it.
|
9 SICKNESS
BENEFITS
|
9.1
|
Subject
to clause 14, the Company shall continue to pay the Executive's salary
for
up to a maximum of 20 working days’ absence on medical grounds in any
period of 12 calendar months provided
that the Executive shall from time to time if
required:
|
|
9.1.1
|
supply
the Company with medical certificates covering any period of sickness
or
incapacity exceeding seven days (including weekends);
and
|
|
9.1.2
|
undergo
at the Company's expense, by a doctor appointed by the Company, any
medical examination.
|
|
9.2
|
Payment
in respect of any other or further period of absence shall be at
the
Company's discretion.
|
|
9.3
|
Any
payment to the Executive pursuant to clause 9.1 shall be subject
to set
off by the Company in respect of any Statutory Sick Pay and any Social
Security Sickness Benefit or other benefits to which the Executive
may be
entitled.
|
|
9.4
|
Subject
to clause 9.3, when all sick pay entitlement in any period of 12
calendar
months has been exhausted, no further salary will be payable by the
Company to the Executive until the Executive has returned to active
service of the Company.
|
|
9.5
|
If
the Executive's absence shall be occasioned by the actionable negligence
of a third party in respect of which damages are recoverable, then
the
Executive shall:
|
|
9.5.1
|
notify
the Company immediately of all the relevant circumstances and of
any
claim, compromise, settlement or judgment made or awarded in connection
with it;
|
|
9.5.2
|
give
to the Company such information concerning the above matters as the
Company may reasonably require; and
|
|
9.5.3
|
if
the Company so requires, refund to the Company any amount received
by him
from any such third party provided that the refund shall be no more
than
the amount which he has recovered from the Company under clauses
9.1 and
9.2. in respect of sick pay for the period he is absent from work
due to
such actionable negligence of a third party in respect of which damages
are recoverable.
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10 PENSION
AND BENEFITS
|
10.1
|
The
Company shall at each monthly payment to the Executive of the Salary
herein also pay to an Inland Revenue approved personal pension scheme
(that satisfies Stakeholder Pension Requirements) ("the Scheme")
an amount
equal to 12 per cent of the Salary due to the Executive in that
month, such amount to be in addition to the Salary, provided that
contributions by the Company shall not extend beyond the
maximum
|
contributions
that can be made in any particular year of assessment to income tax without
prejudicing the approval of the Scheme under Chapter IV of Part XIV of ICTA.
| 10.2 |
There
is no contracting-out certificate in force under the ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇
▇▇▇▇ in respect of the Employment.
|
|
10.3
|
During
the employment the Executive shall be eligible to participate in
such
death in service, group income protection and medical expenses insurance
schemes as the Company shall from time to time maintain for the benefit
of
the Executive, subject to their terms and conditions from time to
time in
force and the insurers accepting the Executive for cover under the
relevant policy at normal rates. In the event that the insurer of
any such
policy refuses any claim under it the Company shall not be liable
to meet
that claim.
|
|
10.4
|
On
appointment the Executive shall be awarded 1.2million options in
pSivida
Limited (presently the Group’s holding company), with one third vesting at
the end of years one, two and three respectively. The options will
all be
granted at the market value on the day of the
grant.
|
11 RESTRICTIONS
DURING THE EMPLOYMENT
|
11.1
|
Save
as provided for in clause 11.2, during the Employment the Executive
shall
not directly or indirectly:
|
|
11.1.1
|
be
employed, engaged, concerned or interested in any other business
or
undertaking save for those in which he is involved pursuant to clause
4.3;
or
|
|
11.1.2
|
in
any activity which the Board reasonably considers may be, or become,
harmful to the interests of the Company or of any Group Company or
which
might reasonably be considered to interfere with the performance
of the
Executive's duties under this
Agreement.
|
| 11.2 |
Clause
11.1 shall not apply:
|
|
11.2.1
|
to
the Executive holding (directly or through nominees) investments
publicly
listed on any publicly traded stock exchange as long as he does not
hold
more than 10 per cent of the issued shares or other securities of
any
class of any one company unless otherwise approved by the Board;
or
|
|
11.2.2
|
to
any act undertaken by the Executive with the prior written consent
of the
Board; or
|
| 11.2.3 |
to
any interest permitted by clause
4.3.
|
|
11.3
|
The
Executive shall comply with every rule of law and every regulation
of the
Company and any competent authority for the time being in force in
relation to dealings in shares or other securities of the Company
or any
Group Company.
|
|
11.4
|
The
Executive shall acknowledge his position within the Company in any
business or scientific papers presented or published by him during
the
course of the Employment.
|
12 CONFIDENTIAL
INFORMATION AND COMPANY DOCUMENTS
|
12.1
|
The
Executive shall neither during the Employment (except in the proper
performance of his duties or with the express written consent of
the
Board) nor at any time (without limit) after the termination of the
Employment except in compliance with an order of a competent court
or as
required by law:
|
|
12.1.1
|
divulge
or communicate to any person, company, business entity or other
organisation;
|
|
12.1.2
|
use
for his own purposes or for any purposes other than those of the
Company
or any Group Company; or
|
| 12.1.3 |
through
any failure to exercise due care and diligence, permit or cause any
unauthorised disclosure of any Confidential Information. These
restrictions shall cease to apply to any information which shall
become
available to the public generally otherwise than through any breach
by the
Executive of the provisions of this Agreement or other default of
the
Executive.
|
|
12.2
|
The
Executive acknowledges that all books, notes, memoranda, records,
lists of
customers and suppliers and employees, correspondence, documents,
computer
and other discs and tapes, data listings, codes, designs and drawings
and
other documents and material whatsoever (whether made or created
by the
Executive or otherwise) relating to the business of the Company or
any
Group Company (and any copies of the
same):
|
|
12.2.1
|
shall
be and remain the property of the Company or the relevant Group Company;
and
|
|
12.2.2
|
shall
be handed over by the Executive to the Company or to the relevant
Group
Company on demand and in any event on the termination of the Employment
and the Executive shall certify that all such property has been handed
over on request by the Board.
|
13 INVENTIONS
AND OTHER INTELLECTUAL PROPERTY
|
13.1
|
The
parties foresee that the Executive may make inventions, create ideas,
or
create other intellectual property in the course of his duties and
agree
that in this respect the Executive has a special responsibility to
further
the interests of the Company.
|
|
13.2
|
Any
invention, improvement, idea, design, process, information, know
how,
copyright work, trade ▇▇▇▇ or trade name or get-up made, created
or
discovered by the Executive in the course of the Employment (whether
capable of being patented or registered or not and whether or not
made or
discovered in the course of the Employment) in conjunction with or
in any
way affecting or relating to the business of the Company or of any
Group
Company or capable of being used or adapted for use in or in connection
with such business ("Intellectual Property Rights") shall be disclosed
immediately to
|
the
Company and shall (subject to sections 39 to 43 Patents Act 1977) belong to,
be
assigned to (where applicable) and be the absolute property of the Company
or
such Group Company as the Company may direct.
|
13.3
|
If
and whenever required so to do by the Company the Executive shall
at the
expense of the Company or such Group Company as the Company may
direct:
|
|
13.3.1
|
apply
or join with the Company or such Group Company in applying for letters
patent or other protection or registration in the United Kingdom
and in
any other part of the world for any Intellectual Property Rights;
and
|
|
13.3.2
|
execute
all instruments and do all things necessary for vesting such letters
patent or other protection or registration when obtained and all
right,
title and interest to and in them absolutely and as sole beneficial
owner
in the Company or such Group Company or in such other person as the
Company may specify.
|
|
13.4
|
The
Executive irrevocably and unconditionally waives all rights under
Chapter
IV of Part I of the Copyright Designs and Patents ▇▇▇ ▇▇▇▇ in connection
with his authorship of any existing or future copyright work in the
course
of the Employment, in whatever part of the world such rights may
be
enforceable including, without
limitation:
|
|
13.4.1
|
the
right conferred by section 77 of that Act to be identified as the
author
of any such work; and
|
|
13.4.2
|
the
right conferred by section 80 of that Act not to have any such work
subjected to derogatory treatment.
|
|
13.5
|
The
Executive irrevocably appoints the Company to be his Attorney in
his name
and on his behalf to execute any such instrument or do any such thing
and
generally to use his name for the purpose of giving to the Company
the
full benefits of this clause 13. A certificate in writing in favour
of any
third party signed by any director or by the Secretary of the Company
that
any instrument or act falls within the authority conferred by this
Agreement shall be conclusive evidence that such is the
case.
|
|
13.6
|
Nothing
in this clause 13 shall be construed as restricting the rights of
the
Executive or the Company under sections 39 to 43 of the Patents ▇▇▇
▇▇▇▇.
|
14 TERMINATION
|
14.1
|
Notwithstanding
any other provisions of this Agreement, in any of the following
circumstances the Company may terminate the Employment immediately
by
serving written notice on the Executive to that effect. In such event
the
Executive shall not be entitled to any further payment from the Company
except such sums as shall have accrued due at that time. The circumstances
are if the Executive:
|
|
14.1.1
|
commits
any serious breach of this Agreement or is guilty of any gross misconduct
or any wilful neglect in the discharge of his duties
;
|
|
14.1.2
|
repeats
or continues (after warning) any breach of this Agreement;
|
|
14.1.3
|
is
guilty of any fraud, dishonesty or conduct tending to bring himself
the
Company or any Group Company into
disrepute;
|
| 14.1.4 |
is
convicted of any criminal offence (other than minor offences under
the
Road Traffic Acts or the Road Safety Acts for which a fine or
non-custodial penalty is imposed) which might reasonably be thought
to
affect adversely the performance of his duties;
|
|
14.1.5
|
refuses
(without reasonable cause) to accept the novation by the Company
of this
Agreement, or an offer of employment on terms no less favourable
to him
than the terms of this Agreement, by any company which, as a result
of a
reorganisation, amalgamation or reconstruction of the Company, acquires
or
agrees to acquire not less than 90 per cent of the issued equity
share
capital of the Company (as defined by section 744 of the Companies
Act
1985);
|
|
14.1.6
|
is
disqualified from holding any office to which he may be appointed
in the
Company or in any other company by reason of any order made under
the
Company Directors Disqualification Act 1986 or any other
enactment;
|
|
14.1.7
|
is
appointed at any time as a director of the Company and subsequently
resigns as or otherwise ceases to be or becomes prohibited by law
from
being a director of the Company, otherwise than at the Company’s
request.
|
Any
delay
by the Company in exercising such right of termination shall not constitute
a
waiver of it.
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14.2
|
If
the Company believes that it may be entitled to terminate the Employment
pursuant to clause 14 it shall be entitled (but without prejudice
to its
right subsequently to terminate the Employment on the same or any
other
ground) to suspend the Executive either on full pay or without payment
of
the Salary or other benefits for so long as it may think
fit.
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|
14.3
|
On
the termination of the Employment or upon either the Company or the
Executive having served notice of such termination, the Executive
shall:
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|
14.3.1
|
at
the request of the Company resign from any office he may hold as
a
director of the Company and all offices held by him in any Group
Company
and shall transfer without payment to the Company or as the Company
may
direct any qualifying shares, held by him directly or as nominee,
provided
by it, provided however that such resignation shall be without prejudice
to any claims which the Executive may have against the Company or
any
Group Company arising out of the termination of the Employment;
and
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|
14.3.2
|
immediately
deliver to the Company all materials within the scope of clause 12.2
and
all keys credit cards motor-cars and other property of or relating
to the
business of the Company or of any Group Company which may be in his
possession or under his power or control, and the Executive
irrevocably
|
authorises
the Company to appoint any person in his name and on his behalf to sign any
documents and do any things necessary or requisite to give effect to his
obligations under this clause 14.3.
15 RESTRICTIVE
COVENANTS
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15.1
|
The
Executive will not for the period of 6 months immediately
after the termination of the Employment whether as principal or agent,
and
whether alone or jointly with, or as a director, manager, partner,
shareholder, employee or consultant of any other person, directly
or
indirectly:
|
|
(a)
|
carry
on, or be engaged, concerned or interested in any business within
the
field of biomedical application of porous or polycrystalline silicon
technology at the termination of the Employment and with which the
Executive was involved in a senior capacity at any time during the
period
of 12 months immediately
preceding the termination of the Employment;
|
|
(b)
|
interfere
with, tender for, canvass, solicit or endeavour to entice away from
the
Company, the business of any person, within the field of biomedical
application of porous or polycrystalline silicon technology, who
at the
date of termination of the Employment or during the period of 12
months immediately
preceding that date (or if earlier, prior to the date on which the
Executive last carried out duties assigned to him by the Company)
was, to
his knowledge, a customer, client or agent of or supplier to or who
had
dealings with the Company or with any Group Company and with whom
he had
personal dealings in the normal course of his employment at that
date or
during that period;
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|
(c)
|
manufacture,
supply, carry out or undertake any product or provide any service
within
the field of biomedical application of porous or polycrystalline
silicon
technology to which he was concerned to a material extent during
the
period of 12 months immediately
preceding the termination of the Employment to or for any person
who, at
the date of termination of the Employment or during the period of
12
months immediately
preceding that date (or, if earlier, prior to the date on which the
Executive
|
last
carried out duties assigned to him by the Company) was a customer, client or
agent of or supplier to or was in the habit of dealing with the Company or
any
other Group Company and with whom he had personal dealings in the normal course
of his employment during that period of 12 months;
|
(d)
|
be
employed by, or enter into partnership with, interfere with, solicit
or
endeavour to entice away the employment of, employ or attempt to
employ or
negotiate or arrange the employment or engagement by any other person,
of
any person who to his knowledge was, at the date of the termination
of the
Employment, or within a period of 12 months immediately
preceding that date had been, part of the senior management or a
senior
scientific officer of the Company or of any Group Company and with
whom he
had personal dealings during that
period;
|
|
(e)
|
solicit,
interfere with, tender for or endeavour to entice away from the Company
or
from any Group Company any contract, project or business, or the
renewal
of any of them, carried on by the Company which is currently in progress
at the date of the termination of the Employment or which was in
the
process of negotiation at that date and in respect of which the Executive
had contact with any customer, client or agent of or supplier to
the
Company or any Group Company at any time during the period of 12
months
immediately preceding the date of termination of the
Employment.
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|
15.2
|
Nothing
in clause 15.1 shall preclude the Executive from holding such investments
as set out in clause 11.2.1 or continuing to undertake acts in respect
of
which he received prior written consent of the Board during the Employment
in accordance with clause 11.2.2
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|
15.3
|
At
no time after the termination of the Employment shall the Executive
directly or indirectly represent himself as being interested in or
employed by or in any way connected with the Company or any Group
Company,
other than as a former employee of the Company. The Executive also
undertakes not to make any disparaging comments about the Company
and the
Company likewise undertakes not to make any disparaging comments
about the
Executive.
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| 15.4 |
The
Executive agrees that, having regard to all the circumstances, the
restrictions contained in this clause are reasonable and necessary
for the
protection of the Company or of any Group Company and that they do
not
bear harshly upon him and the parties agree
that:
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|
(a)
|
each
restriction shall be read and construed independently of the other
restrictions so that if one or more are found to be void or unenforceable
as an unreasonable restraint of trade or for any other reason the
remaining restrictions shall not be affected;
and
|
|
(b)
|
if
any restriction is found to be void but would be valid and enforceable
if
some part of it were deleted, that restriction shall apply with such
deletion as may be necessary to make it valid and
enforceable.
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16 DISCIPLINARY
AND GRIEVANCE PROCEDURES
|
16.1
|
If
the Executive wishes to obtain redress of any grievance relating
to the
Employment, he shall apply in writing to the Chairman of the Board,
setting out the nature and details of any such grievance or
dissatisfaction. The decision of the Chairman of the Board shall
be
final.
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|
16.2
|
The
provisions of clause 16.1 shall not apply to any action taken by
the
Company under clause 14 or clause
3.4.
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|
16.3
|
The
Executive shall be subject to the Company’s Disciplinary Procedure from
time to time in force. A copy of the current procedure is available
from
the Company.
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17 NOTICES
|
17.1
|
Any
notice or other document to be given under this Agreement shall be
in
writing and may be given personally to the Executive or to the Secretary
of the Company (as the case may be) or may be sent by first class
post or
other fast postal service or by facsimile transmission to, in the
case of
the Company, its registered office for the time being and in the
case of
the Executive either to his address shown on the face of this Agreement
or
to his last known place of
residence.
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|
17.2
|
Any
such notice shall (unless the contrary is proved) be deemed served
when in
the ordinary course of the means of transmission it would first be
received by the addressee in normal business hours. In proving such
service it shall be sufficient to prove, where appropriate, that
the
notice was addressed properly and posted, or that the facsimile
transmission was despatched.
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18 FORMER
CONTRACTS OF EMPLOYMENT
|
18.1
|
This
Agreement shall be in substitution for any previous contracts, whether
by
way of letters of appointment, agreements or arrangements, whether
written, oral or implied, relating to the employment of the Executive,
which shall be deemed to have been terminated by mutual consent as
from
the date of this Agreement and the Executive acknowledges that he
has no
outstanding claims of any kind against the Company or any Group Company
in
respect of any such contract.
|
19 CHOICE
OF LAW AND SUBMISSION TO JURISDICTION
|
19.1
|
This
Agreement shall be governed by and interpreted in accordance with
English
law.
|
|
19.2
|
The
parties submit to the exclusive jurisdiction of the English courts
but
this Agreement may be enforced by the Company in any court of competent
jurisdiction.
|
20 GENERAL
|
20.1
|
The
Executive acknowledges that the provisions of clauses 11, 12, 13
and 15
constitute separate undertakings given for the benefit of each Group
Company and may be enforced by any of them.
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|
20.2
|
The
expiration or termination of this Agreement shall not prejudice any
claim
which either party may have against the other in respect of any
pre-existing breach of or contravention of or non-compliance with
any
provision of this Agreement nor shall it prejudice the coming into
force
or the continuance in force of any provision of this Agreement which
is
expressly or by implication intended to or has the effect of coming
into
or continuing in force on or after such expiration or
termination.
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|
20.3
|
This
Agreement incorporates the written statement of the terms of employment
of
the Executive provided in compliance with Part I of the
ERA.
|
Signed
as
a deed and delivered by the )
Company
acting [by a director and its
)
Secretary]
[by two directors]
)
Director…/s/
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇………
Secretary
or Director……………………
/s/
▇▇▇▇
▇▇▇▇▇-▇▇▇▇▇▇▇▇
October
26, 2004
Signed
as
a deed and delivered by the )
Executive
in the presence of:- )
Witness
N.C. ▇▇▇▇▇▇▇
Signature……/s/
N.C. ▇▇▇▇▇▇▇………………
Name……Nigel
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇……………
Address…▇▇
▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇……………
…Watford,
Herts, WO17 4GE………………
………………………………………………………