Service Agreement - Innovex plc and David Findlay White
DATED 2nd September 1994
(1) INNOVEX PLC
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(2) DAVID FINDLAY WHITE
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SERVICE AGREEMENT
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Hobson Audley
7 Pilgrim Street
London EC4V 6DR
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THIS AGREEMENT is made the 2nd day of September 1994
BETWEEN:
(1) INNOVEX PLC ("the Company") registered in England under number 1413055
whose registered office is at Innovex House, Marlow Park, Marlow,
Bucks; and
(2) DAVID FINDLAY WHITE of Boughmoor Farm, Timbersbrook, Congleton,
Cheshire CW123PS ("the Director").
IT IS HEREBY AGREED as follows:
1. Interpretation
1.1 In this Agreement the following words and expressions shall have the
following meanings:
"Associated Company": in relation to the Company, another company which
is a subsidiary of, or a holding company of, or another subsidiary of
a holding company of, the Company;
"the Board": the Board of Directors from time to time of the Company
including any Committee of the Board duly appointed by it;
"the Bonus Incentive Scheme": the bonus scheme for executives operated
by the Company from time to time;
"the Business": the carrying on of the business of the provision of
advice and services connected with the provision of contract hire human
resources and clinical research to serve the pharmaceutical industry;
"Industrial Property": includes inventions, designs, processes,
formulae, notations, improvements, know-how, goodwill, reputation,
moulds, get-up, logos, devices, plans, models, literary, dramatic
musical and artistic works as defined by the Copyright Designs and
Patents Act 1988;
"Industrial Property Rights": includes patents, trademarks, designs,
trade names, goodwill. Copyrights, and all other forms of industrial or
intellectual property (in each case in any part of the world and
whether or not registered or registrable and to the fullest extent
thereof and for the full period thereof and all extensions and renewals
thereof) and all applications for registration thereof, and all rights
and interests thereto and therein;
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"Production": (and consonant expressions) used in relation to
Industrial Property includes the invention, creation, discovery,
design, research, development and manufacture thereof;
"relevant Industrial Property": all Industrial Property produced
invented or discovered by the Director either alone or with any other
person at any time now or hereafter during the Continuance in force of
this Agreement (whether or not in the course of his employment
hereunder) which is Industrial Property of the kind produced at any
such time by the Company or any Associated Company, or relates directly
or indirectly to the business of the Company or any Associated Company
or which may in the opinion of the Company be capable of being used or
adapted for use therein or in connection therewith;
"the Restricted Territories": the United Kingdom, the Channel Islands,
the Isle of Man, the Republic of Ireland, the Federal Republic of
Germany and the United States of America;
"subsidiary" and "holding company": the meanings respectively ascribed
thereto by Section 736 of the Companies Act 1985;
"the 1978 Act": the Employment Protection (Consolidation) Act 1978.
1.2 References in this Agreement to statutes shall include any statute
modifying, re-enacting, extending or made pursuant to the same or which
is modified, re-enacted, or extended by the same.
1.3 Headings are for ease of reference only and shall not be taken into
account in the construction of this Agreement.
2. Appointment
The Company hereby engages the Director and the Director hereby agrees
to serve the Company as a director of the Company and as Group Chief
Executive Officer upon the terms and conditions hereinafter appearing.
3. Term
3.1 The Director's employment hereunder shall commence on 1st September
1994 ("the Commencement Date") and shall continue (subject to earlier
termination as provided for herein) for an initial term of two years
expiring on the second anniversary of the Commencement Date and
thereafter until terminated by either party giving to the other twelve
months' prior notice such notice to expire at or at any time after the
second anniversary of the Commencement Date.
3.2 The Company shall be entitled to pay salary in lieu of notice.
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3.3 No previous period of employment shall count as part of the Director's
continuous period of employment with the Company for the purposes of
the 1978 Act.
3.4 In the event that the Company gives notice to terminate the employment
of the Director under this Agreement the Director agrees:
(a) that for a period not exceeding the period of such notice the
Board may in its absolute discretion require the Director to
perform only such duties as it may allocate to him or not to
perform any of his duties under this Agreement and/ or to
exclude him from any premises of the Company or of any
Associated Company (without providing any reason therefor);
and
(b) that such action taken on the part of the Company shall not
constitute a breach of this Agreement of any kind whatsoever
in respect of which the Director has any claim against the
Company;
PROVIDED ALWAYS that throughout the period of any such action the Director's
salary and all other contractual benefits shall continue to be paid and provided
to him unless and (until his employment shall be terminated).
4. Powers, Duties, and Working Hours
4.1 During the continuance of his employment hereunder the Director shall:
(a) unless prevented by ill health or accident devote all of his
time and all his attention and abilities during normal
business hours to carrying out his duties hereunder;
(b) carry out his duties in a proper and efficient manner and use
his best endeavors to promote and maintain the interests and
reputation of the Company and of its Associated Companies;
(c) exercise such powers and perform such duties in relation to
the business of the Company and/or of its Associated Companies
as may from time to time be vested in or assigned to him by
the Board; such powers and duties may from time to time fall
outside the normal ambit of the Director's position but will
not be duties inappropriate to the Director's status;
(d) comply with all reasonable directions from time to time given
to him by the Board and with all rules and regulations form
time to time laid down by the Company concerning its employees
which are consistent with this Agreement;
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(e) the Director shall as soon as reasonably practicable relocate
his residence to within a reasonable commuting distance of
Marlow, Bucks. Notwithstanding the foregoing the Director
shall work at such location in the United Kingdom as the
Company shall require from time to time and, if the Company
shall so require for this purpose. The Company shall bear the
Director's reasonable moving expenses in compliance with the
foregoing provisions of this sub-clause 4.1(e) in accordance
with its then current policy for the relocation of executives;
and
(f) travel to such places (whether within or outside the United
Kingdom) in such manner and on such occasions as the Company
may from time to time reasonably require.
4.2 The Director's normal working hours shall be such hours as are
reasonably necessary for the proper performance of the Director's
duties.
5. Reporting
The Director shall report to the Board and shall keep the Board informed of his
conduct of the affairs of the Company and its Associated Companies.
6. Remuneration
6.1 During the continuance of his employment hereunder the Director shall
be paid a salary at the initial rate of (pound)120,000 per annum which
shall be reviewed annually on or with effect from 1st April each year
but without commitment to increase (the first such review to be made on
or to take effect from 1st April 1995) and such salary shall accrue
from day to day and be paid by equal monthly installments in arrears on
the last day of each month or if that is not a business day the
immediately preceding business day.
6.2 Notwithstanding anything to the contrary contained in the Articles of
Association of the Company or of any Associated Company the Director
shall not be entitled to any remuneration as an officer or employee of
the Company or of any Associated Company in addition to that specified
in this Agreement.
7. Expenses
The Company shall reimburse to the Director all reasonable travelling,
hotel, entertainment and other out-of-pocket expense, properly incurred
by him in the proper performance of his duties subject to production if
required of receipts and Vouchers.
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8. Company Car
8.1 The Company shall provide the Director with a motor car up to the value
of (pound)35,000 and commensurate with the Director's position for the
purpose of performing his duties hereunder and the Company shall bear
the cost of all petrol and oil, both business and private mileage, and
all other expenses reasonably and properly incurred by him in the use
of such motor car. The vehicle shall be replaced in accordance with the
Company's car fleet policy from time to time.
8.2 The Director shall take good care of the vehicle and procure that the
provisions and conditions of any policy of insurance relating thereto
are observed in all respects, and shall comply with all regulations of
the Company relating to company cars.
8.3 Upon the determination (howsoever arising) of his employment hereunder
the Director shall forthwith return the vehicle, its keys and all
documents relating to it to the Company at its principal place of
business or as otherwise directed by the Company.
9. Pension, etc. Benefits
9.1 The Company will make contributions to a personal pension plan equal to
10% of the Director's salary.
9.2 During the continuance of his employment hereunder the Director shall
be entitled to participate at the Company's expense in the Company's:
(a) life assurance scheme; and
(b) permanent health scheme;
subject to the rules of the schemes and in accordance with the
Company's participation policy from time to time.
9.3 During the continuance of his employment hereunder the Director shall
be entitled to participate in:
(a) the Company's Bonus Incentive Scheme; and
(b) the Innovex Limited profit related pay scheme; subject to the
rules of such schemes as from time to time amended.
9.4 The Director will be invited to participate in the Innovex PLC 1993
Executive Share Option Scheme.
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10. Holidays
10.1 In addition to bank and other public holidays the Director shall be
entitled in every calendar year to 30 working days' paid holiday, 27
days to be taken at such time or times as may be approved by the Board
and 3 days to be taken at such time as shall be designated by the Board
PROVIDED THAT to the extent that any holiday entitlement is not taken
in any calendar year the same shall be lost.
10.2 Holiday entitlement shall be deemed to accrue at the rate of 2.5 days
per month and on the determination of his employment hereunder the
Director shall be entitled to pay in lieu of outstanding holiday
entitlement and shall be required to repay to the Company pay for
holiday taken in excess of his actual entitlement and for the purposes
of this Clause the basis for payment shall be 1/261 annual salary for
each day's holiday entitlement.
11. Incapacity
11.1 If the Director is absent from work due to illness or accident he shall
notify the Company Secretary as soon as possible and if this incapacity
continues for seven or more consecutive days or for more than fourteen
working days in any year he shall submit a doctors certificate to the
Company.
11.2 If the Director is absent from work due to illness or accident duly
notified and certified in accordance with Clause 11.1 the Company shall
pay the Director his full remuneration (including bonus/commission) for
up to an aggregate of 130 working day, absence in any period of twelve
months and thereafter such remuneration (if any) as the Board shall in
its discretion approve.
11.3 The remuneration paid under Clause 11.2 shall include any Statutory
Sick Pay payable and when this is exhausted shall be reduced by the
amount of any Social Security Sickness Benefit or other benefit,
recoverable by the Director (whether or not recovered).
11.4 The Company may at its expense at any time whether or not the Director
is then incapacitated require the Director to submit to such medical
examinations and tests by doctor(s) nominated by the Company and the
Director hereby authorises such doctor(s) to disclose to and discuss
with the Company and its medical adviser(s) the results of such
examinations and tests.
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12. Secrecy
The Director shall during the continuance of his employment hereunder
and at all times thereafter keep with inviolable secrecy and shall not
reveal, disclose or publish to any person other than the Board or
persons nominated by them or otherwise utilise other than for the
proper performance of his duties any information of a confidential or
secret nature (including without limitation trade secrets, know-how,
inventions, designs, processes, formulae, notations, improvements,
financial information and lists of customers) concerning the affairs or
business or products of the Company or of any Associated Company or of
any of their predecessors in business or of their suppliers, agents
distributors or customers of which he may now know or have learned or
which he may hereafter know or learn while in the Company, employment,
and shall not use for his own purposes or for any purposes other than
those of the Company or of any Associated Company any such confidential
information.
13. Intellectual Property
13.1 All relevant Industrial Property and all Industrial Property Right,
therein shall to the fullest extent permitted by law belong to, vest in
and be the absolute, sole and unencumbered property of the Company or
an Associated Company.
13.2 The Director hereby:
(a) acknowledges for the purposes of Section 39, Patents Act 1977
that because of the nature of his duties and the particular
responsibilities arising from the nature of his duties he has
and at all times during his employment will have a special
obligation to further the interests of the undertakings of the
Company and of any Associated Company;
(b) undertakes to notify and disclose to the Company in writing
full details of all relevant Industrial Property forthwith
upon the production of the same, and promptly whenever
requested by the Company and in any event upon the
determination of his employment with the Company deliver up to
the Company all correspondence and other documents, papers,
and records, and all copies thereof in his possession, custody
and power relating to any relevant Industrial Property;
(c) undertakes to hold upon trust for the benefit of the Company
or any Associated Company any relevant Industrial Property and
the Industrial Property Rights therein to the extent the same
may not be and until the same are vested absolutely in the
Company or any Associated Company;
(d) assigns by way of present assignment of future copyright all
copyright in all relevant Industrial Property;
(e) acknowledges that save as provided by law no further
remuneration or compensation
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other than that provided for herein is or may become due to
the Director in respect of the performance of his obligations
under this Clause; and
(f) undertakes at the expense of the Company to execute all such
documents, make such applications, give such assistance and do
such acts and things as may in the opinion of the Board be
necessary or desirable to vest in and register or obtain
letters patents in the name of the Company or any Associated
Company and otherwise to protect and maintain the relevant
Industrial Property and the Industrial Property Rights
therein.
13.3 To the extent that by law any relevant Industrial Property or the
Industrial Property Rights therein do not, or are not permitted to,
vest in or belong to the Company or any Associated Company the Director
agrees immediately upon the same coming into existence to offer to the
Company or any Associated Company in writing a right of first refusal
to acquire the same on arm's length terms to be negotiated and agreed
between the parties in good faith.
14. Restrictions During Employment
The Director shall not during the continuance of his employment
hereunder without the prior consent in writing of the Board either
alone or jointly with or on behalf of others and whether directly or
indirectly and whether as principal, partner, agent, shareholder,
director, employee or otherwise howsoever engage in, carry on or be
interested or concerned in any business other than that of the Company
and its Associated Companies PROVIDED THAT nothing in this Clause shall
preclude the Director from:
(a) holding shares or other securities as a bona fide investment
only in any company where such shares or other securities are
quoted or otherwise dealt in on a recognized or designated
investment exchange and the Directors aggregate holding of
such shares or securities does not constitute more than five
per cent of all the equity shares in the capital of that
company or confer the right to cast more than five per cent of
all votes ordinarily capable of being cast at general meetings
of the shareholders of that company; or
(b) maintaining his present outside business interests and
investments as disclosed to, and approved by, the Board (such
approval not to be unreasonably withheld) and PROVIDED ALWAYS
that:
(i) such business is not at any time in competition with
the Company or any of its subsidiaries; and
(ii) the Director's duties hereunder to the Company shall
have priority and the pursuit of such outside
interests shall not unduly interfere with the due and
proper performance of such duties.
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15. Grievance and Disciplinary Procedure
15.1 If the Director wishes to seek redress of any grievance relating to his
employment he should refer such grievances to the Board for resolution.
15.2 The Company's disciplinary procedures from time to time in force shall
apply to the Director.
16. Termination
16.1 If:
(a) the Director shall be or become of unsound mind or be or
become a patient for any purpose of any statute relating to
mental health; or
(b) the Director shall enter into any composition or arrangement
with or for the benefit of his creditors including a voluntary
arrangement under the Insolvency Act 1986; or
(c) a bankruptcy petition is presented against the Director or if
circumstances exist now or in the future under which such a
petition could be presented; or
(d) the Director shall commit any act of dishonesty whether
relating to the Company, any Associated Company, an employee
or otherwise; or
(e) the Director is guilty of any misconduct or commits any
serious or persistent breach of any of his obligations to the
Company or any Associated Company (whether under this
Agreement or otherwise) or refuses or neglects to comply with
any lawful orders or directions given to him by the Board
consistent with the terms of this Agreement; or
(f) the Director is guilty of any conduct tending to bring
himself, the Company or any Associated Company into disrepute;
or
(g) the Director shall be or be prohibited or disqualified from
holding the office which he holds in the Company or any
Associated Company or shall be removed from any such office or
shall resign from any such office without the prior written
consent of the Board;
THEN the Company shall be entitled by notice in writing to the Director
to determine his employment under this Agreement forthwith whereupon
the Director shall have no claim against the Company for damages or
otherwise by reason of such determination.
16.2 This Agreement shall automatically terminate on the Director's 65th
birthday.
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16.3 Upon the termination of the reason employment for whatever reason the
Director shall:
(a) immediately tender his resignation from all offices he holds
in the Company and in any Associated Company without prejudice
to any other rights accruing to either party hereto; and
(b) deliver to the Company forthwith all documents, (including
copies), and all keys, credit cards, books and other property
of the Company or any Associated Company then in his
possession.
16.4 After the termination of the Director's employment hereunder he shall
not at any time thereafter represent himself as being in any way
connected with or interested in the business of or employed by the
Company or any Associated Company; or use for trade or other purposes
the name of the Company or any Associated Company or any name capable
of confusion therewith.
16.5 The termination of the Director's employment hereunder for whatever
reason shall not affect those terms of this Agreement which are
expressed to have effect thereafter and shall be without prejudice to
any accrued rights or remedies of the parties.
17. Post-Termination Obligations
17.1 The Director undertakes to and covenants with the Company that, unless
he shall be wrongfully dismissed:
(a) he will not for a period of 18 months after termination of
this Agreement in the Restricted Territories directly or
indirectly deal with or engage in business with or be in any
way interested in or connected with (in each case in relation
to the Business) any concern, undertaking, firm or body
corporate which engages in or carries on within any part of
the Restricted Territories the Business in competition with
the Company or any Associated Company; and
(b) he will not for a period of 2 years after the termination of
this Agreement directly or indirectly:
(i) in competition with the Company or any Associated
Company solicit the custom of (or offer or agree to
provide goods or services of a like description to
those provided by the Company or any Associated
Company to) any person firm or company which is, or
which has at any time during the period of 2 years
preceding the termination of this Agreement been a
customer or client of the Company or any Associated
Company;
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(ii) interfere or seek to interfere with the relations
between the Company or any Associated Company and
any of its suppliers;
(iii) solicit, interfere with or endeavor to entice away
from the Company or any Associated Company any person
who is an employee or director of the Company or any
Associated Company (whether or not such person would
commit a breach of the terms of his contract of
employment by leaving the service of the company
concerned) or knowingly employ, or assist in or
procure the employment by any other person firm or
company of, any such person.
17.2 Each of the obligations on the Director contained in the above
provisions of this Clause constitutes an entirely separate and
independent restriction on the Director notwithstanding that they may
be contained in the same sub-clause, paragraph, sentence or phrase.
17.3 If any obligation set out in Clause 17.1 or any part thereof shall be
held invalid or unenforceable or void but would not be so held if some
part of it were deleted or modified or varied then such provision shall
apply with such deletion, modification or variation as may be necessary
to make it valid and effective.
18. General
18.1 No failure or delay by the Company in exercising any right, power or
privilege under this Agreement shall operate as a waiver thereof nor
shall any single or partial exercise by the Company of any right, power
or privilege preclude any further exercise thereof of the exercise of
any other right, power or privilege.
18.2 The Director hereby irrevocably and by way of security appoints the
Company and each Associated Company now or in the future existing to be
his attorney and in his name and on his behalf and as his act and deed
to sign, execute and do all acts, things and documents which he is
obliged to execute and do under the provisions of this Agreement and
the Director hereby agrees forthwith on the request of the Company to
ratify and confirm all such acts, things and documents signed, executed
or done in pursuance of this power.
19. Notices
19.1 Any notice or other communication given or made under this Agreement
shall be in writing and may be delivered to the relevant party or sent
by first class prepaid post to the address of that party specified in
this Agreement or such other address in England as may be notified by
that party from time to time for this purpose, and shall be effectual
notwithstanding any change of address not so notified.
19.2 Unless the contrary shall be proved each such notice or communication
shall be deemed to
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have been given or made, if by first class prepaid post, 72 hours after
posting and, if by delivery, at the time of delivery.
20. Other Agreements
This Agreement supersedes all other agreements whether written or oral
between the Company or any Associated Company and the Director relating
to the employment of the Director and the Director acknowledges and
warrants to the Company that he is not entering into this Agreement in
reliance on any representation not expressly set out herein.
21. Governing Law
This Agreement shall be governed by and construed in all respects in
accordance with English law and the parties agree to submit to the
exclusive jurisdiction of the English Courts as regards any claim or
matter arising in respect of this Agreement.
IN WITNESS whereof this Agreement has been signed for and on behalf of the
Company and duly executed as a Deed by the Director the day and year first
above written.
SIGNED by )
For and on behalf of )
INNOVEX PLC ) /s/ Barrie S. Haigh
in the presence of: )
/s/ D. A. Walter
D. A. Walter
EXECUTED and DELIVERED as a )
Deed by DAVID FINDLAY WHITE ) /s/ David F. White
in the presence of: )
/s/ D. A. Walter
D. A. Walter
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