Current Report — Form 8-K Filing Table of Contents
Document/ExhibitDescriptionPagesSize
1: 8-K Current Report HTML 73K
2: EX-3.1 Articles of Incorporation/Organization or By-Laws HTML 629K
3: EX-4.1 Instrument Defining the Rights of Security Holders HTML 30K
4: EX-4.2 Instrument Defining the Rights of Security Holders HTML 108K
5: EX-4.3 Instrument Defining the Rights of Security Holders HTML 20K
6: EX-4.4 Instrument Defining the Rights of Security Holders HTML 64K
7: EX-10.1 Material Contract HTML 1.29M
8: EX-10.2 Material Contract HTML 75K
9: EX-10.3 Material Contract HTML 51K
10: EX-10.4 Material Contract HTML 25K
11: EX-10.5 Material Contract HTML 18K
12: EX-10.6 Material Contract HTML 32K
13: EX-10.7 Material Contract HTML 88K
14: EX-99.1 Miscellaneous Exhibit HTML 62K
15: EX-99.2 Miscellaneous Exhibit HTML 50K
16: EX-99.3 Miscellaneous Exhibit HTML 20K
17: EX-99.4 Miscellaneous Exhibit HTML 20K
SHIRE EXECUTIVE SERVICES
INC., a Delaware corporation having its registered offices at 1209
Orange Street, Wilmington, Delaware (the “Company”);
and
2.
MR. MATTHEW EMMENS of
Hampshire International Business Park, Chineham, Basingstoke, Hampshire,
RG24 8EP (the “Director”).
WHEREAS:
A.
Shire
plc is proposing to enter into the Scheme of Arrangement (as defined
below);
B.
In
connection with the Scheme of Arrangement becoming effective, both the
Company and the Director wish to amend the Contract (as defined below)
such that it shall apply to the Director’s service as Chief Executive
Officer of Shire Limited rather than his service as Chief Executive
Officer of Shire plc;
C.
In
consideration of the agreements of the Company made herein and other good
and valuable consideration, receipt of which is hereby acknowledged, each
of the Company and the Director desires to enter into this
agreement.
NOW IT IS AGREED as
follows:
1.
INTERPRETATION
1.1
In
this agreement (including in its
recitals):
“Contract” means the amended
and restated employment agreement relating to the employment of the Director as
Chairman of the Board of Directors and Chief Executive of the Company, Chief
Executive Officer of Shire plc and Chairman of the Board of Directors of Shire
US Inc., made between the Company and the Director and dated 12th March
2004 and as amended on or around 25 November 2005;
“Effective Date” means the date
upon which the Scheme of Arrangement becomes effective in accordance with its
terms; and
“Scheme of Arrangement” means
the proposed scheme of arrangement under sections 895 to 899 of the Companies
Act 2006 whereby Shire Limited will be interposed as the new holding company of
Shire plc, in its present form or with or subject to any modification, addition
or condition approved or imposed by the Court.
1.2
In
this agreement, unless otherwise
specified:
(a)
references
to Clauses and sub-clauses are to clauses and sub-clauses of this
agreement; and
(b)
headings
agreement are for convenience only and do not affect the interpretation of
this agreement.
2
CONDITIONS
2.1
This agreement shall be conditional in its entirety upon the Scheme of
Arrangement becoming effective.
3.1
It is hereby agreed that, with effect from the Effective Date, the Contract,
with the exception of the exhibits thereto, shall be amended such that all
references to Shire plc shall be replaced with references to Shire Limited. All
relevant defined terms in the Contract shall be construed
accordingly.
4.
EFFECT
OF THIS AGREEMENT
4.1
Prior to the Effective Date, the Contract (including its exhibits) shall
continue in full force and effect in accordance with its current terms. With
effect from the Effective Date, the Contract (including its exhibits) shall
continue in full force and effect as amended by this agreement. If
the Scheme of Arrangement does not become effective on or before 31 December
2008, this agreement shall be null and void ab initio.
4.2 All
salary, holiday entitlement and other benefits accrued and unpaid to the
Director prior to the Effective Date, in respect of his service as Chief
Executive Officer of Shire plc, shall, notwithstanding Clause 3, be carried
forward and shall be deemed to apply after the Effective Date in respect of his
service as Chief Executive Officer of Shire Limited.
4.3 The
parties hereby acknowledge and agree that, for the purposes of clauses 7 and 9
of the Contract, the interposition of Shire Limited as the new holding company
of Shire plc pursuant to the Scheme of Arrangement shall not constitute grounds
for a termination of employment by the Director for Good Reason (as such term is
defined in the Contract) or a Change of Control (as such term is defined in the
Contract).
4.4 Nothing
in this agreement shall affect the remedies available either to the Director, or
to the Company, whether under the Contract or otherwise, for any breach of, or
default under, the Contract by either the Director or the Company, as the case
may be, prior to the Effective Date.
4.5 This
agreement is to be binding on the parties notwithstanding clause 13.2 of the
Contract.
5.
ENTIRE
AGREEMENT
5.1 This
agreement, together with the Contract, constitutes the whole and only agreement
between the parties relating to the subject matter of this agreement. Each party
acknowledges that, in entering into this agreement, it is not relying on any
pre- contractual statement which is not set out in this agreement or the
Contract.
6.
COUNTERPARTS
6.1 This
agreement may be executed in any number of counterparts, and by the parties on
separate counterparts, but shall not be effective until each party has executed
at least one counterpart.
6.2 Each
counterpart shall constitute an original of this agreement, but all the
counterparts shall together constitute but one and the same
instrument.
7.
GOVERNING
LAW AND JURISDICTION
7.1 The
provisions of clause 14.6 of the Contract shall apply equally to this agreement
mutatis mutandis as if set out in full in this agreement.
