Dated 27 September 2007 ASTRAZENECA UK LIMITED (1) ASTRAZENECA PLC (2) SIMON LOWTH (3) SERVICE AGREEMENT
EXHIBIT
4.2
Dated 27
September 2007
ASTRAZENECA
UK LIMITED (1)
ASTRAZENECA
PLC (2)
▇▇▇▇▇
▇▇▇▇▇ (3)
_________________________________
_________________________________
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Contents
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| Clause | 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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Hours of
work
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4
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6
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Place of
work
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4
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7
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Remuneration
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4
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8
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Expenses
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5
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9
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Holidays
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5
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10
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Sickness
benefits
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5
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11
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Pension, death
benefit and medical insurance
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6
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12
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Restrictions
during the Employment
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6
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13
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Confidential
information and company documents
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7
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14
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Inventions and
other intellectual property
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8
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15
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Termination
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9
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16
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Restrictive
covenants
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11
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17
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Disciplinary
and grievance procedures
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12
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18
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Notices
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12
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19
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Former
contracts of employment
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12
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20
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Choice of law
and submission to jurisdiction
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12
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21
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General
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13
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This Agreement is made on 27
September 2007
Between
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(1)
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ASTRAZENECA UK LIMITED
(registered in England and Wales under number 3674842) whose registered
office is at ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇ ▇▇▇ (Company);
and
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(2)
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ASTRAZENECA PLC
(registered in England and Wales under number 2723534) whose registered
office is at ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇ ▇▇▇ (AstraZeneca);
and
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(3)
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▇▇▇▇▇ ▇▇▇▇▇ of ▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇.
▇▇▇▇▇▇, ▇▇▇ ▇▇▇ (Executive)
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It
is agreed
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:
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AstraZeneca Board means the
Board of Directors of AstraZeneca as the same may be constituted from time to
time or such other person or persons as the Board of Directors of AstraZeneca
may nominate as the representative of the Board of Directors for this
purpose.
Board means Board of Directors
of the Company as the same may be constituted from time to time or such other
person or persons as the Board of Directors of the Company may nominate as the
representative of the Board of Directors for this purpose.
Confidential Information means
information relating to the business, products, affairs and finances of the
Company or of any Group Company for the time being confidential to it or to them
and trade secrets (including, without limitation, technical data and know-how)
relating to the business of the Company or of any Group Company details of any
of its or their suppliers, clients or customers including in particular (by way
of example only and without limitation), customer requirements, prices charged
to and terms of business with customers, terms of business with suppliers,
marketing plans and sales forecasts, financial information, results and other
forecasts (save to the extent that these are included in published audited
accounts), any of the Company’s or a Group Company’s proposals relating to the
acquisition or disposal of a company, or a business or any part thereof or to
any proposed expansion or contraction of activities, details of employees and
officers and of the remuneration and other benefits paid to them, information
relating to research activities, inventions, secret processes, designs, formulae
and product lines, any information which is treated as confidential or which the
Executive is told or ought reasonably to know is confidential and any
information which has been given to the Company or any Group Company in
confidence by customers, suppliers and others.
Employment means the
Executive's employment under this Agreement
ERA means the Employment
Rights ▇▇▇ ▇▇▇▇ as amended
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)
Intellectual Property means
all patents, registered designs, trade marks and service marks (whether
registered or not and including any applications for the foregoing), copyrights,
design rights, semiconductor topography rights, database rights and all other
intellectual property and similar proprietary rights subsisting in any part of
the world (whether or not capable of registration) and including (without
limitation) all such rights in materials, works, prototypes, inventions,
discoveries, techniques, computer programs, source codes, data, technical,
commercial or confidential information, trading, business or brand names,
goodwill or the style of presentation of the goods or services or any
improvement of any of the foregoing and the right to apply for registration or
protection of any of them and in existing applications for the protection of any
of the above
Salary means the salary
referred to in clause 7.1
Sensitive Data means personal
data consisting of information as to racial or ethnic origin; political
opinions; religious beliefs or other beliefs of a similar nature; membership of
a trade union (within the meaning of the Trade Union and Labour Relations
(Consolidation) Act 1992); physical or mental health or condition; sexual life;
the commission or alleged commission of any offence or any proceedings for any
offence committed or alleged to have been committed, including the disposal of
such proceedings or the sentence of any court in such proceedings
Termination Date means for the
purposes of clause 16 the date of the termination of the Employment or, where
the Company exercises its rights under clause 3.3 to require the Executive to
remain at home, the day preceding the exercise of such rights.
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1.2
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References to
clauses and schedules are unless otherwise stated to clauses of and
schedules to this Agreement.
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1.3
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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
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Appointment
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2.1
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The Company
agrees to employ the Executive and the Executive agrees to act in a senior
executive capacity in the Company and as Chief Financial Officer of
AstraZeneca on the terms of this
Agreement.
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3
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Duration of the
Employment
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3.1
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The Employment
shall commence on 5 November 2007 (the “Commencement Date”) and, subject
to the provisions of this Agreement, shall continue unless and until
terminated by either party giving to the other not less than 12 months'
notice in writing but any such notice from the Company not to expire prior
to the second anniversary of the Commencement Date provided always that in
respect of the part of any period of notice which exceeds 12 months, the
Executive shall be entitled to his Salary together with funding for any
flexible benefit arrangement operated by the Company from time to time but
any other remuneration (as described in clause 7) shall be determined at
the sole discretion of AstraZeneca's Remuneration Committee taking account
of the reason for such notice being given and in particular the
Executive's actual performance assessed against his duties as set out or
contemplated by this Agreement.
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3.2
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Notwithstanding
clause 3.1, the Employment shall automatically terminate when the
Executive reaches the normal retiring age from time to time applicable to
executives of the Company, currently being the age of
65.
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2
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3.3
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At any time
during any period of notice of termination served in accordance with
clause 3.1 (whether given by the Company or the Executive), the Company
shall have the right at its absolute discretion for one continuous period
(not to exceed 6 months) to assign no, reduced or alternative duties to
the Executive and shall be entitled to require the Executive to act at the
direction of the Company including the right to exclude him from its
premises, and/or (in the event that the Executive will not be required by
law to perform any further duties as director employee) remove him from
office as a director of the Company and from any or all offices held by
him in the Company or in any other company in the Group (including if
appropriate the office of trustee of any of the pension schemes of the
Company or the Group) and/or prevent the Executive from discussing its
affairs with the Company's or any other company in the Group's employees,
agents, clients, customers. If the Company shall exercise its right under
this clause, the Executive's entitlement to Salary and other contractual
benefits shall continue as an employee for the period of garden leave,
subject always to the rules of any relevant scheme or policy relating to
such benefits. For the avoidance of doubt, at all times during any period
of notice of termination served in accordance with clause 3.1 (whether
given by the Company or the Executive), the Executive shall continue to be
bound by the same obligations as were owed to the Company prior to the
commencement of the notice period.
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3.4
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For the
purposes of the ERA the Executive's period of continuous employment began
on 5 November 2007.
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3.5
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For the
avoidance of doubt, in the event that the Company terminates the
Employment without notice or on notice less than required by with clause
3.1 the Executive’s entitlement to any damages or compensation arising
from the termination will be subject to the Executive’s duty to mitigate
his losses.
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4
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Scope of the
Employment
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4.1
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During the
Employment the Executive shall:
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(a)
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devote the
whole of his time, attention and skill to the business and affairs of the
Group during the hours of work described in clause 5 except during
holidays and periods of absence due to ill
health;
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(b)
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faithfully,
competently 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 or the AstraZeneca
Board;
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(c)
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obey the
reasonable and lawful directions of the Board and the AstraZeneca
Board;
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(d)
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comply with
all the Company's and AstraZeneca’s rules, regulations, policies and
procedures from time to time in force;
and
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(e)
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keep the Board
and the AstraZeneca Board at all times promptly and fully informed (in
writing if so requested) of his conduct of the business of AstraZeneca,
the Company and any Group Company and provide such explanations in
connection with it as the Board and the AstraZeneca Board may
require.
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4.2
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The Executive
shall if and so long as the Company requires and without any further
remuneration carry out additional duties (commensurate with his status as
a senior executive) on behalf of any Group Company and act as a director
or officer of any Group Company.
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3
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4.3
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The Company
may at its sole discretion transfer this Agreement to any Group Company at
any time.
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4.4
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If at any time
the Executive is unable to perform his duties properly because of ill
health, accident or otherwise, or becomes incapable by reason of mental
disorder of administering his property or managing his affairs, then the
Company or AstraZeneca 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.
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4.5
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For the
purposes of the Data Protection ▇▇▇ ▇▇▇▇, the Executive consents to the
Company's processing of personal data, including Sensitive Data, of which
the Executive is the subject details of which are specified in the
Company's Data Protection Policy
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5
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Hours of
work
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The
Executive shall be required to work a minimum of 40 hours per week at such times
to be agreed between the Executive and the Company which may involve working
during normal business hours and during such additional hours as are necessary
for the proper performance of his duties or as the Board or the AstraZeneca
Board may reasonably require from time to time.
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6
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Place of
work
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6.1
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The
Executive's place of work will initially be the Company's offices at
Stanhope Gate or such other place in Greater London at which AstraZeneca’s
corporate head office is located 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 on either a
temporary or an indefinite basis.
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6.2
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The
AstraZeneca Board shall have the right to require the Executive to move
house to an appropriate location for the better performance of his duties.
The Executive will be given reasonable notice of any such requirement and
the Company will reimburse to him all expenses incurred by him in such a
move as it may consider reasonable in all the circumstances in accordance
with the relevant Relocation Policy from time to time in force for senior
executives.
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7
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Remuneration
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7.1
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The Company
shall pay to the Executive the Salary at the rate of £550,000 per annum,
by credit transfer to his bank account. This is payable by monthly
instalments in arrears in an amount reflecting the choices made by the
Executive under any flexible benefit arrangement operated by the Company
from time to time. The rate of Salary will be reviewed annually and any
changes will be with effect from
January.
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7.2
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The Executive
shall also be entitled to participate during the Employment in such
performance related bonus schemes and such share incentive or option
schemes, in accordance with the rules of any such schemes from time to
time in force, put in place from time to time for the benefit of
Executives of comparable status, as the AstraZeneca Board may in its
discretion determine. If the Company shall pay the Executive a bonus in
any one year, this shall not give rise to a contractual entitlement to a
bonus in future years.
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7.3
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The Salary and
bonus/share incentives/share options shall be inclusive of any fees to
which the Executive may be entitled as a director of AstraZeneca or any
Group Company.
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4
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7.4
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Payment of the
Salary and bonus/share incentives/share options 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 or the AstraZeneca Board may
from time to time think fit.
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7.5
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The Company
shall be entitled to deduct from any sum due to the Executive under the
terms of this Agreement any monies which are owed by the Executive to the
Company.
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8
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Expenses
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8.1
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The Company
shall reimburse the Executive in respect of all expenses reasonably
incurred by him in the proper performance of his duties, subject to his
providing such receipts or other appropriate evidence as the Company may
require.
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9
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Holidays
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9.1
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The Executive
shall be entitled, in addition to all Bank and Public holidays normally
observed in England and any additional holidays purchased by the Executive
under any flexible benefits arrangement operated by the Company from time
to time, to 22 working days' paid holiday in each holiday year (being the
period from 1 July to 30 June). The Executive may take his holiday only at
such times as are agreed with the AstraZeneca
Board.
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9.2
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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.
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9.3
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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 9.2 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 shall at its discretion 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 clause
9.2.
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9.4
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Holiday
entitlement for one holiday year cannot be taken in subsequent holiday
years unless otherwise agreed by the AstraZeneca 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.
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10
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Sickness
benefits
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10.1
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Subject
to clause 15 the Company shall continue to pay the Salary
for:
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(a)
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up to a
maximum of 130 working days' absence on medical grounds in any period of
12 calendar months; or
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(b)
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for the first
130 working days' absence on medical grounds in any one continuous period
of absence (or two or more linked periods as determined by the Social
Security Contributions and Benefits ▇▇▇ ▇▇▇▇, as amended from time to
time)
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whichever is the
lesser, provided that the Executive shall from time to time if required supply
the Company with medical certificates covering any period of sickness or
incapacity exceeding seven days (including weekends).
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10.2
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Payment in
respect of any other or further period of absence shall be at the
Company's
discretion.
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5
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10.3
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Any payment to
the Executive pursuant to clause 10.1 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.
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10.4
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Subject to
clause 10.2, when all sick pay entitlement pursuant to clause 10.1 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.
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10.5
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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:
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(a)
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notify the
Company immediately of all the relevant circumstances and of any claim,
compromise, settlement or judgment made or awarded in connection with
it;
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(b)
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give to the
Company such information concerning the above matters as the Company may
reasonably require; and
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(c)
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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 in respect of
remuneration.
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11
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Pension, death benefit, medical
insurance and other
benefits
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During the
Employment the Executive shall be entitled to participate in a number of plans
or policies relating to the provision of a pension, death benefit and medical
insurance (amongst other things). Participation in these plans or policies may
be subject to eligibility criteria and will be subject always to any plan or
policy rules that may from time to time be in force as well as, in the case of
(but not limited to) the AstraZeneca Pension Fund, the Rules and any other
document which governs the operation of the plan.
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11.1
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The
Company shall, from time to time, be entitled to require the Executive to
undertake a medical examination with a doctor of the Company's
choice.
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11.2
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The Executive
shall be entitled during the Employment to such other benefits, including
participation in any flexible benefits arrangement operated by the Company
from time to time, not inconsistent with the foregoing and as may be
appropriate for a person of the status of the Executive as are provided to
other comparable UK based employees in the
Group.
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11.3
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The Company or
any Group Company will maintain appropriate director's and officer's
liability insurance for the benefit of the Executive and will maintain
such cover whilst the Executive is a director of the Company or any Group
Company and for so long after the Executive has ceased to be a director as
any claim which may arise in respect of that time during which the
Executive was a director of the Company or any Group Company as may
lawfully be brought against the Executive. To the extent permitted by law,
AstraZeneca shall indemnify the Executive against any liability or losses
or expenses which the Executive sustains or incurs in or about the
discharge of his duties and obligations, whether as a director, officer or
employee of AstraZeneca, except that this indemnity will not apply in
respect of any matter resulting from or attributable to the Executive's
fraud or deliberate
misconduct.
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12
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Restrictions during the
Employment
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12.1
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During
the Employment the Executive shall not directly or indirectly be employed,
engaged, concerned or
interested:
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6
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(a)
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in any other
business or undertaking; or
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(b)
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in any
activity which the AstraZeneca Board reasonably considers may be, or
become, harmful to the interests of AstraZeneca, 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.
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12.2
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Clause 12.1
shall not
apply:
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(a)
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to the
Executive holding (directly or through nominees) investments listed on the
Official List of London Stock Exchange plc or in respect of which dealing
takes place in the Alternative Investment Market or any recognised stock
exchange as long as he does not hold more than 5 per cent of the issued
shares or other securities of any class of any one company and provided
always that the Executive takes reasonable care to ensure that the holding
of such investments does not give rise to any actual or potential conflict
of interest between the holding of such investments and the duties of the
Executive as contemplated by this Service Agreement and / or which may
otherwise arise as a result of any law or regulation to which any of the
Executive, the Company or AstraZeneca may from time to time be subject;
or
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(b)
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to any act
undertaken by the Executive with the prior written consent of the
AstraZeneca Board (such consent not to be unreasonably
withheld).
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12.3
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The Executive
shall comply with every rule of law, the UK Listing Authority's listing
rules' Model Code for transactions in securities by directors of listed
companies, certain employees and persons connected with them and every
regulation of AstraZeneca and the Company for the time being in force in
relation to dealings in shares or other securities of AstraZeneca, the
Company or any Group
Company.
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13
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Confidential information and
company
documents
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13.1
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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:
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(a)
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divulge or
communicate to any person, company, business entity or other
organisation;
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(b)
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use for his
own purposes or for any purposes other than those of the Company or any
Group Company; or
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(c)
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through any
failure to exercise due care and diligence, permit or cause any
unauthorised disclosure of
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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.
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13.2
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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 AstraZeneca, the
Company or any Group Company (and any copies of the
same):
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7
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(a)
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shall be and
remain the property of AstraZeneca, the Company or the relevant Group
Company; and
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(b)
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shall be
handed over by the Executive to AstraZeneca, 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 AstraZeneca
Board;
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provided
that:
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i.
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following the
Executive’s reasonable request the Company or any Group Company shall
provide the Executive with copies of such minutes (and any documents
referred to therein) of any Group Company of which the Executive is or has
been a director and which relate to any period that Executive has been a
director of any Group Company as are reasonably required for the purposes
of defending the Executive against any actual or alleged wrongdoing by the
Executive and / or any Group Company upon which the Executive serves or
has served as a director;
and
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ii.
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the Executive
agrees to keep such minutes (and any documents referred to therein)
confidential and undertakes not to disclose them to any third party save
in confidence to his legal advisors for the purposes of obtaining legal
advice or as required by law;
and
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iii.
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the Executive
further agrees that, at such time as any minutes of any Group Company
requested under this clause 13.2 are not reasonably required for the
purposes of defending the Executive and / or any Group Company against any
actual or alleged wrongdoing, the Executive will return all such minutes
(and any attachments referred to therein) to the Company and undertakes
not to retain any copies of the same in any form
whatsoever.
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14
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Inventions and other
intellectual property
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14.1
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The parties
foresee that the Executive may make inventions 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 AstraZeneca, the Company and any Group
Company.
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14.2
|
Any invention,
improvement, design, process, information, copyright work, computer
program, trade ▇▇▇▇, trade name or get-up, work or other output (Work) made, created or discovered by the
Executive during 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, together
with all Intellectual Property subsisting therein, (collectively Intellectual Property Rights) shall be
disclosed immediately to the Company and shall (subject to sections 39 to
43 Patents Act 1977) belong to and be the absolute property of the Company
or such Group Company as the Company may direct and the Executive hereby
assigns to the Company with full title guarantee and by way of present
assignment of future rights, all such copyright, database rights, design
rights (and any other Intellectual Property capable of assignment by way
of present assignment of future rights) which may fall within the
definition of the Intellectual Property Rights absolutely for the full
term of those rights.
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14.3
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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:
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8
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(a)
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apply or join
with the Company or such Group Company in applying for patent or other
protection or registration in the United Kingdom and in any other part of
the world for any Intellectual Property Rights;
and
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(b)
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execute all
instruments and do all things necessary for vesting all Intellectual
Property Rights (including such patent or other protection or registration
when so obtained) and all right, title and interest to and in them
absolutely, with full title guarantee and as sole beneficial owner, in the
Company or such Group Company or in such other person as the Company may
specify.
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14.4
|
The Executive
irrevocably and unconditionally waives all rights under Chapter IV of Part
I 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:
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|
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(a)
|
the right
conferred by section 77 of that Act to be identified as the author of any
such work; and
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(b)
|
the right
conferred by section 80 of that Act not to have any such work subjected to
derogatory treatment.
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14.5
|
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. 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.
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14.6
|
Nothing in
this clause 14 shall be construed as restricting the rights of the
Executive or the Company under sections 39 to 43 Patents ▇▇▇
▇▇▇▇.
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15
|
Termination
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15.1
|
Notwithstanding
any other provisions of this Agreement, in any of the following
circumstances the Company may terminate the Employment summarily 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 the date of service of such
notice. The circumstances are if the
Executive:
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(a)
|
commits any
serious breach of this Agreement which, if capable of remedy without
damage to the reputation of any Group Company, he has failed to remedy
within such reasonable period as is specified in a written notice to him
specifying the breach and requiring it to be remedied within such
period;
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(b)
|
is guilty of
any gross misconduct, gross incompetence, or any wilful and substantial
neglect in the discharge of his
duties;
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(c)
|
repeats or
continues (after written warning) any breach of this
Agreement;
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(d)
|
is guilty of
any fraud, dishonesty or conduct which is not capable of remedy bringing
or tending to bring himself, the Company or any Group Company into
disrepute;
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9
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(e)
|
commits any
act of bankruptcy or takes advantage of any statute for the time being in
force offering relief for insolvent
debtors;
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(f)
|
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;
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(g)
|
is
disqualified from holding office 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;
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(h)
|
resigns as or
otherwise ceases to be or becomes prohibited by law from being a director
of the Company or AstraZeneca, otherwise than at the Company's or
AstraZeneca’s
request.
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Any
delay by the Company in exercising such right of termination shall not
constitute a waiver of it.
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15.2
|
If at any time
the Executive is unable to perform his duties properly because of ill
health accident or otherwise for a period or periods totalling at least
130 working days in any period of 12 calendar months, or becomes incapable
by reason of mental disorder of managing and administering his property
and affairs, then the Company may, notwithstanding the existence of any
permanent health insurance cover provided for the Executive under clause
11.2 above, in its absolute discretion terminate the Employment by giving
him not less than three months' written notice to that effect provided
that if at any time during the currency of such a notice the Executive
provides a medical certificate satisfactory to the Board to the effect
that he has fully recovered his physical and/or mental health and that no
further illness or incapacity can reasonably be anticipated for the
foreseeable future, the Company shall withdraw the
notice.
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15.3
|
If the Company
believes that it may be entitled to terminate the Employment, whether
pursuant to clause 15.1 or otherwise, 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 on full pay for so long
as it reasonably thinks fit.
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15.4
|
On the
termination of the Employment or upon the Company having exercised its
rights under clause 3.3, the Executive
shall:
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(a)
|
at the request
of the AstraZeneca Board or the Company resign from office as a director
of the Company and all offices held by him in any Group Company and shall
transfer to the Company without payment or as the Company may direct any
qualifying shares held by him as nominee for the Company 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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(b)
|
immediately
deliver to the Company all materials within the scope of clause 13.2, any
Company car, mobile telephone or other Company equipment in his possession
and all keys, credit cards, 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 save that the Executive may in
the circumstances set out in clause 13.2 of this Agreement and subject
always to the provisions of clause 13.2 of this Agreement request copies
of the Board minutes (and any documents referred to therein) of any Group
Company of which the Executive is or has been a
director;
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|
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
15.4.
|
10
|
16
|
Restrictive
covenants
|
|
16.1
|
The Executive
will not (without the previous consent in writing of the AstraZeneca
Board) for the period of 6 months immediately after the Termination Date
(in relation to the restriction in (a) below) and 12 months after the
Termination Date (in the case of the restrictions in (b), (c) and (d)
below) 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:
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|
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(a)
|
carry on, or
be engaged, concerned or interested in any business which is similar to
and competes with any business being carried on by the Company or by any
Group Company at the Termination Date and with which the Executive was
involved in the course of the Employment at any time during the period of
12 months immediately preceding the Termination
Date;
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|
|
(b)
|
negotiate
with, solicit business from or endeavour to entice away from AstraZeneca,
the Company or any Group Company the business of any person, firm, company
or organisation who or which to his knowledge is and has been a customer,
client or agent of or supplier to (or who had regular business dealings
with AstraZeneca, the Company or with any Group Company) during the period
of 12 months immediately preceding the Termination Date and with whom he
had direct or indirect dealings or personal contact in the course of the
Employment during that period, so as to harm the goodwill or otherwise
damage the business of AstraZeneca, the Company or of any other Group
Company provided that this restriction will be limited to activities by
the Executive which will involve offering or providing services similar to
those which he will have provided during the
Employment;
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|
|
(c)
|
undertake to
provide in competition with AstraZeneca, the Company or any Group Company
any service or manufacture or supply any product similar to those with
which he was concerned in the course of the Employment during the period
of 12 months immediately preceding the Termination Date to or for any
person who is or was a customer, client or agent of or supplier to (or who
had regular business dealings with) AstraZeneca, the Company or any other
Group Company during the period of 12 months immediately preceding the
Termination Date and with whom he had direct or indirect dealings in the
course of the Employment during that
period;
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|
|
(d)
|
interfere
with, solicit or endeavour to entice away from AstraZeneca, the Company or
any Group Company any person who to his knowledge is, and within the
period of 12 months immediately preceding the Termination Date had been,
part of the senior management of AstraZeneca, the Company or any other
Group Company and with whom he had personal dealings in the course of the
Employment during that period.
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|
16.2
|
For the
avoidance of doubt, none of the restrictions contained in clause 16.1
shall prohibit any activities by the Executive which are not in direct or
indirect competition with any business being carried on by AstraZeneca,
the Company or any Group Company at the Termination
Date.
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|
16.3
|
Nothing in
clause 16.1 shall preclude the Executive from holding (directly or through
nominees) investments listed on the Official List of London Stock Exchange
plc or in respect of which dealing takes place in the Alternative
Investment Market or any recognised stock exchange as long as he does not
hold more than 5 per cent of the issued shares or other securities of any
class of any one company.
|
|
16.4
|
At no time
after the Termination Date shall the Executive directly or indirectly
represent himself as being interested in or employed by or in any way
connected with AstraZeneca,
|
11
|
|
the Company or
any Group Company, other than as a shareholder and former employee of the
Company.
|
|
16.5
|
The Executive
agrees that, having regard to all the circumstances, the restrictions
contained in this clause are reasonable and necessary for the protection
of AstraZeneca, the Company or of any Group Company and that they do not
bear harshly upon him and the parties agree
that:
|
|
|
(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.
|
|
17
|
Disciplinary and grievance
procedures
|
|
17.1
|
There are no
special disciplinary or grievance rules which apply to the Executive and
any such matters affecting him will be dealt with by the AstraZeneca
Board.
|
|
18
|
Notices
|
|
18.1
|
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 or AstraZeneca (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.
|
|
18.2
|
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 the case of first class post,
this shall be deemed to be no later than two working days after posting.
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.
|
|
19
|
Former contracts of
employment
|
|
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 AstraZeneca, the Company or any Group Company in
respect of any such contract.
|
|
20
|
Choice
of law and submission to
jurisdiction
|
|
20.1
|
This Agreement
shall be governed by and interpreted in accordance with English
law.
|
|
20.2
|
The parties
submit to the exclusive jurisdiction of the English
courts.
|
12
|
21
|
General
|
|
21.1
|
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.
|
|
21.2
|
This Agreement
constitutes the written statement of the terms of employment of the
Executive provided in compliance with Part I of the
ERA.
|
|
21.3
|
A person who
is not a party to this Agreement has no right under the Contracts (Rights
of Third Parties) ▇▇▇ ▇▇▇▇ to enforce any term of this Agreement but this
does not affect any right or remedy of a third party which exists or is
available apart from that Act.
|
13
| Executed as a deed by the Company | ) | /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ |
| acting by two directors or by a director and its | ) | Director |
| secretary | ) | |
| ) | /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ | |
| ) | Group Secretary | |
|
Executed as a
deed by Astrazeneca
|
) | /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ |
| acting by two directors or by a director and its | ) | Director |
| secretary | ) | |
| ) | /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ | |
| ) | Group Secretary | |
| Executed as a deed by the Executive | ) | |
| in the presence of | ) | |
| ) | ||
| ) | /s/ ▇▇▇▇▇ ▇▇▇▇▇ | |
| /s/ Signature of witness | |
|
Signature of
witness
|
|
| Name | |
| Address | |