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Exhibit 10.37
SERVICE AGREEMENTS WITH THE COMPANY
Service Agreement dated June 30, 1997 between with the Company and Mr A.J.
Cataldo
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EXECUTIVE OFFICER'S AGREEMENT
AN AGREEMENT made the 30th day of June 1997.
BETWEEN
SENETEK PLC ("the Company") whose registered office is situated at 23 Palace
Street, London SW1E 5HW, and
ANTHONY J. CATALDO of 63 North East Village Road, Concord, New Hampshire ,
03301, USA ("the Executive").
WHEREAS the Company employs the Executive and the Executive serves the Company
as the Company's Chairman of the Board of Directors and Chief Executive Officer
pursuant to an Employment Agreement dated September 1, 1996 ("the Existing
Agreement") the Company and the Executive have agreed that the Existing
Agreement shall be superseded in its entirety by this present Agreement of June
30, 1997, save that the option entitlement referred to in Clause 4 of the
Existing Agreement shall remain in full force and effect.
NOW IT IS HEREBY AGREED that the Company shall employ the Executive and the
Executive shall serve the Company as its Chairman of the Board of Directors and
Chief Executive Officer reporting to the Company's Board of Directors with
effect from June 1, 1997, upon and subject to the following terms and
conditions:
1. In this Agreement:
(a) the expression "the Board" means the Board of Directors for
the time being of the Company.
(b) the expression "Subsidiary" means a subsidiary (as defined by
Section 736 of the UK Companies Act 1985) for the time being
of the Company.
(c) the expression "associated Company" means in relation to a
company, its holding company (as defined by Section 736 of the
UK Companies Act 1985) or any subsidiary of such holding
company.
(d) the expression "the Group" means the Company and any
subsidiaries of the Company.
(e) any reference to a statutory provision shall be deemed to
include a reference to any statutory modification or
re-enactment of the same.
2. The employment shall be for a fixed period from June 1, 1997 to
December 31, 1999, and shall be subject to termination as hereinafter
provided.
3. (a)The remuneration of the Executive shall be a salary (which shall
accrue from day to day) at a rate of US$250,000 per annum. Such salary
shall be payable by equal monthly installments on the last day of every
month and the first of such payments shall be due with effect from June
30, 1997. The over-all remuneration (which term shall also include the
cost to the Company of the total benefits enjoyed by the Executive) of
the Executive shall be subject to review by the Company's Compensation
Committee during the first quarter of each of the Company's fiscal
years and the Compensation Committee shall decide what, if any,
increase in the said over-all remuneration shall apply to the fiscal
year in question.
(b) The Executive shall be entitled to and the Company shall effect
payment of a health insurance policy for the benefit of the Executive,
his spouse and his immediate family with Blue Cross/BUPA or a similar
organization offering equivalent benefits. Such policy to be reviewed
and sanctioned by the Company prior to each renewal date.
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(c) The Executive shall be entitled to participate in the
Company's Number 1 Executive Share Option Scheme for Employees
("the Option Scheme") under the terms and conditions of that
scheme and shall be granted Options to subscribe for shares of
the Company in accordance with the Schedule attached hereto.
The grant of options listed on the said Schedule shall be in
addition to the Executive's existing option entitlements, the
rights to which shall remain in full force and effect. The
Company hereby confirms that the Board has undertaken to
exercise its discretion in favor of the Executive under Clause
4. (1), (2) (a) & (b), and (4)(a) & (b), of the Option Scheme
in connection with the Executive's right of conversion of his
option entitlements into shares and the subsequent sale of the
said shares subject only to (i) the termination of this
Executive Agreement for cause as provided in Clause 6(b)
below, and (ii) compliance with the relevant provisions of
Rule 144 of the US Securities Act of 1933, as amended.
(d) During the period of his employment, the Company will effect
insurance cover on the life of the Executive in the sum of
US$500,000, expressed in favor of the Executive's dependants
or as he may direct, on a term basis only. Such cover to be
reviewed and sanctioned by the Company prior to each renewal
date.
(e) The Company shall be entitled to require the Executive to work
at such locations or offices of the Company, its subsidiaries
or associated companies as it may direct.
(f) There are no fixed hours of work.
4. The Company will provide the Executive with a car allowance of US$1,000
per month, from which the Executive shall meet all costs relating to
his use of whatever vehicle he may decide to utilise.
5. The Company shall reimburse the Executive all reasonable hotel and
other expenses wholly and exclusively incurred by him in or about the
performance of his duties.
6. (a) In the case of illness of the Executive or other cause
incapacitating him from attending to his duties, the Executive
shall continue to be paid during such absence provided that if
such absence shall aggregate in all thirteen weeks in any
twenty-six consecutive weeks, the Company may terminate the
employment of the Executive hereunder by notice given on the
date not more than fourteen days after the end of the last of
such thirteen weeks. In this event the Executive shall be paid
6 months salary in lieu of notice.
(b) Termination for cause. The Company shall not be obligated to
pay or provide for any compensation or other benefits to the
Executive or give effect to any rights for the exercise of
options for any period after termination for cause. For the
purposes of this Agreement, "cause" shall mean termination for
personal dishonesty, wilful misconduct, breach of fiduciary
duty involving personal profit, wilful material violation of
any law, rule or regulation or material breach of any
provision of this Agreement.
7. The Executive shall (in addition to the usual public and bank holidays)
be entitled to four weeks holiday in each year to be taken at a time or
times convenient to the Company. Any vacation not taken during the 12
month period to December 31 of each year shall lapse and shall not be
carried forward. No payment shall be made in lieu of vacation time not
taken.
8. During the continuance of his employment hereunder, the Executive
shall, unless prevented by ill health, do all in his power to promote,
develop, and extend the business of the Group and shall at all times
and in all respects conform to and comply with the directions and
regulations made by the Board and also shall not, without the previous
consent of the Board, engage in any other business of a similar nature
to or competitive with that carried on by the Group.
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9. Any invention, discovery or improvement upon or in addition to any of
the Company's inventions made by the Executive during the period of
employment shall be forthwith communicated to the Company and shall be
the absolute property of the Group and at the request of the Company
the Executive shall give and supply all information, know-how and data
as may be requisite to enable the Group to exploit such invention,
discovery or improvement and shall execute and do all documents and
things as may be necessary or desirable for obtaining patent or similar
protection for the same in any parts of the world as may be specified
by the Company and for vesting the same in the Group as it may direct.
10. The Executive shall not (except in the proper course of his duties
hereunder) either during or after the period of his employment
hereunder, divulge to any person and shall use his best endeavors to
prevent the publication or disclosure of any trade secret or
manufacturing process or any information concerning the business or
finances of the Group or any of its dealings, transactions or affairs
or any trade secret or secret manufacturing process of any such
confidential information governing the Group and all notes and
memoranda of such trade secrets or information made or received by the
Executive during the course of his employment hereunder shall be the
property of the Company and shall be surrendered by the Executive or
someone duly authorized in that behalf at the termination of his
employment or at the request of the Board at any time during the course
of his employment.
11. The Executive hereby covenants with the Company that he will not,
within 2 years after ceasing to be employed hereunder, without the
consent of the Company in writing under the hand of a Director duly
authorized by a resolution of the Board, directly or indirectly seek to
procure orders from or do business with any person, firm, or company
who, on the date of the Executive ceasing to be employed hereunder or
at any time in the twelve months prior to that date, was a client or
customer of the Group and with whom in the course of his employment,
the Executive shall have had dealings, provided always, that nothing in
this clause contained shall be deemed to prohibit the seeking or
procuring of orders or the doing of business not in direct or indirect
competition with the business or businesses conducted by the Group.
12. This Agreement shall not be terminated by any:
(a) merger or consolidation where the Company is not the
consolidating or surviving entity; or
(b) transfer of all or a substantial majority of the assets of the
Company.
(c) acquisition or control of 50 per cent or more of the Company's
issued and voting equity share capital by any party, or by
parties acting in concert or under common control.
In the event of any such merger or consolidation or transfer of all or
a substantial majority of the assets of the Company or acquisition or
control of 50 per cent or more of the Company's issued and voting
equity share capital by any party, or by parties acting in concert or
under common control, the surviving or resulting entity or the
transferee or transferees of the Company's assets or its issued and
voting equity share capital shall be bound by, and shall have the
benefit of, the provisions of this Agreement, and the Company shall
endeavor to take all actions necessary to ensure that such entity or
transferee or transferees is bound by the provisions of the Agreement.
Moreover, in the event of such merger or consolidation, or transfer of
all or a substantial majority of the assets of the Company or
acquisition or control of 50 per cent or more of the Company's issued
and voting equity share capital as aforesaid, the Executive may at his
option at any time continue his employment under the terms and
conditions of this Agreement, or upon giving not less than 28 days
Notice at any time, by registered mail, to the registered office of the
Company, require the Company to effect full settlement of all of the
Executive's entitlements under the terms and conditions of this
Agreement, which settlement shall also include the payment of his
remuneration for the full term of the Agreement and the right to
convert any and all Option entitlements, (whether such Options be
vested or not) up to and including December 31, 1999 and the Company
shall effect full and final settlement within 28 days of receiving the
said Notice from the Executive.
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13. There is no pension payable, and there is no contracting out
certificate in force in respect of the Executive's employment
hereunder.
14. There are no disciplinary rules or grievance procedures in place in
relation to the Executive's employment hereunder. The Executive may
raise any grievance or concern about any disciplinary matter with the
Board.
15. This Agreement shall be governed by and construed and enforced in
accordance with the laws of the State of New York applicable to
agreements made and to be performed in such State.
********************
Signed by }
for and on behalf of } .........................
SENETEK PLC in the presence } PAUL A. LOGAN
of:
Witness
Signed by }
ANTHONY J. CATALDO } .........................
in the presence of: } ANTHONY J. CATALDO
Witness
SCHEDULE
NO. OF OPTIONS GRANTED CONVERSION SECURITY CONVERSION PRICE VESTING DATE
100,000 5p Ordinary shares of US$1.50 December 31, 1997
Senetek PLC
100,000 5p Ordinary shares of US$1.50 December 31, 1998
Senetek PLC
100,000 5p Ordinary shares of US$1.50 December 31, 1999
Senetek PLC