exv4w4








Exhibit 4.4



Dated 18th June, 2008




GLAXOSMITHKLINE SERVICES UNLIMITED




and




ANDREW P. WITTY




SERVICE AGREEMENT




 









 




This
Agreement is made on 18th June, 2008 between:





	(1)	 	GLAXOSMITHKLINE SERVICES UNLIMITED whose registered office is at GSK House, Brentford,
Middlesex, TW8 9GS (the “Company”); and
	 
	(2)	 	ANDREW PHILIP WITTY (the “Executive”).
	 
	1	 	Interpretation
	 
	1.1	 	In this Agreement (and any schedules to it)
	 
	 	 	“Accrued Obligations” means:






	 	1.1.1	 	the Executive’s base salary under this Agreement through to the end of the
month in which the Termination Date occurs at the rate in effect on the Termination
Date and the reimbursement (in accordance with Group policy) of any expenses incurred
by the Executive prior to the Termination Date;
	 
	 	1.1.2	 	any unpaid bonus pertaining to the previous financial year and the product
of any target bonus for the financial year in which the Termination Date occurs and a
fraction, the numerator of which is the number of days in the Company’s current
financial year up to the Termination Date and the denominator of which is 365;
	 
	 	1.1.3	 	any remuneration previously deferred by the Executive (together with any
accrued interest) and not yet paid by the Company including payment for any accrued
holiday not taken by the Executive; and
	 
	 	1.1.4	 	any other benefits to which the Executive is entitled, as determined in
accordance with the applicable plans and policies of the Company;






	 	 	“Board” means the board of directors of the Company from time to time or any person or
committee nominated by that board as its representative for the purposes of this Agreement;
	 
	 	 	“Employment” means the employment governed by this Agreement;
	 
	 	 	“Group” means the Company and any other Company controlling, controlled by or under the
direct or indirect common control of the Company, including, without limitation, GSK plc and
any of its subsidiaries from time to time;
	 
	 	 	“Group Company” means a member of the Group and “Group Companies” will be interpreted
accordingly;
	 
	 	 	“GSK Board” means the board of directors of GSK plc from time to time or any person or
committee nominated by the GSK Board as its representative for the purposes of this
Agreement;
	 
	 	 	“GSK plc” means GlaxoSmithKline plc;
	 
	 	 	“Termination Date” means the date on which the Employment terminates, whether on the
expiration of notice to terminate the Employment pursuant to Section 3 or otherwise pursuant
to this Agreement.
	 
	1.2	 	References to any statutory provisions include any modifications or re-enactments of those
provisions.
	 
	1.3	 	In this Agreement terms used in the context of the GlaxoSmithKline Share Option Plan and
Performance Share Plan shall have the meaning ascribed to them in such plans.





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	2	 	Employment
	 
	 	 	The Company confirms the employment of the Executive, and the Executive confirms his
employment with the Company, on the terms and conditions set out in this Agreement.
	 
	3	 	Termination by Notice
	 
	3.1	 	The Executive’s continuous employment began on 18th November 1991.
	 
	3.2	 	The Employment under the terms of this Agreement shall be deemed to have commenced on
22nd May 2008 and the Employment shall continue until:






	 	(i)	 	the Employment is otherwise terminated in accordance with this Agreement; or
	 
	 	(ii)	 	not less than 12 calendar months’ notice in writing is given by the Company to
the Executive; or
	 
	 	(iii)	 	not less than 12 calendar months’ notice in writing is given by the Executive
to the Company.






	3.3	 	The Company may, in its absolute discretion, lawfully terminate the employment of the
Executive at any time by paying to the Executive a sum equal to his basic salary and bonus
(excluding any other benefits) for the period this Agreement would otherwise continue. For
this purpose, salary shall be the basic salary in effect at the date of termination of the
employment and bonus shall be calculated on the basis of the Executive achieving 100 per cent
of the target bonus at Bonus Level 1.
	 
	4	 	Duties and Responsibilities
	 
	4.1	 	The Executive shall be appointed as Chief Executive Officer of GSK plc (in which capacity he
will report directly to the GSK Board). The Executive shall have such powers and duties as
are from time to time given to him by the GSK Board consistent with the Employment and this
Agreement. In addition, and for no additional consideration, the Executive shall, if
requested by the GSK Board, serve as a director on the GSK Board, the Board or any other board
of directors of any Group Company. The Executive agrees that for the purposes of the Working
Time Regulations 1998 he is a managing executive.
	 
	4.2	 	During the Employment, the Executive shall devote his full business time and energies to the
business and affairs of the Company and GSK plc, consistent with any other duties and
responsibilities he may have to any Group Companies.
	 
	4.3	 	The Executive shall not, without the prior written consent of the GSK Board, accept
directorships, trusteeships and other appointments (other than of Group Companies) or carry on
or be engaged, concerned or interested either directly or indirectly in any other business or
activity. A list of the directorships and outside interests of the Executive approved by the
GSK Board as at the date of this Agreement is attached as Appendix 1 to
this Agreement. Any fees earned by the Executive in respect of such authorised activities
may be retained by the Executive.
	 
	4.4	 	The location of the Executive’s activities shall be at GSK House, but subject to the overall
supervision and direction of the Board and the GSK Board, and to perform properly his duties,
he may be required to undertake reasonable travel elsewhere in the world. The Executive is
required to reside at a location convenient to the Company’s offices at GSK




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	 	 	House (or such
other location as the GSK Board may reasonably require) during the Employment.
	 
	5	 	Salary, etc.
	 
	5.1	 	In consideration of the services to be rendered by the Executive under this Agreement the
Executive shall be paid a salary at the rate of £850,000 per annum payable in accordance with
the Company’s pay practices for its executives from time to time in force (but not less
frequently than calendar monthly). The salary will be credited to the Executive’s bank
account notified to the Company for the purpose. Salary shall be reviewed annually in
accordance with the Company’s normal administrative practices for its executives and may be
increased (but not reduced) by the Company by such amount (if any) as it shall think fit.
	 
	5.2	 	The Executive shall be entitled subject to Section 6.5 to participate






	 	(i)	 	in all such cash bonus plans and programmes as are made available from time to
time for executives of the Company generally of the same grade in the relevant
jurisdiction in accordance with the Company’s policy (or GSK plc’s policy, as
applicable); and
	 
	 	(ii)	 	in respect of the salary provided by Section 5.1, in such incentive programmes
as are made available from time to time for executives of the Company and/or GSK plc
generally who are of the same grade in the relevant jurisdiction,






	 	 	in each case subject to the terms and conditions of such bonus plans and programmes from
time to time in force. Any grant of share options or awards of performance shares under
such plans and programmes shall be granted subject to performance conditions as determined
by the GSK Board. Any shares received under the GlaxoSmithKline Performance Share Plan
concerning Target Awards granted in respect of any Performance Period must be held by the
Executive for a period of 2 years following vesting. For the avoidance of doubt, the two
year period commences the day next after the cessation of the Performance Period
notwithstanding that the Executive may defer payment of such a Final Award in accordance
with the rules of the plan. The Executive’s future participation in certain of these plans
and programmes may be affected if he does not satisfy GSK plc’s Share Ownership Requirements
(as amended from time to time). It is agreed that in the event of the Executive retiring
from the Company, the Executive will retain the relevant number of shares (as set out in the
Share Ownership Requirements) until at least one year after the earlier of (i) the
Executive’s Retirement Date contemplated by Section 14 of this Agreement, or (ii) the date
on which the Executive retires from the Company in accordance with the terms of any Company
policy (as may be in force from time to time).
	 
	5.3	 	The Executive’s salary under Section 5.1 of this Agreement shall be inclusive of any fees or
other remuneration to which the Executive may be entitled or receives as a Director, alternate
Director, specialist adviser, consultant or by virtue of any other office or appointment in
any Group Company. The Executive shall account to the Company for all such fees or other
remuneration by paying over or procuring to be paid over the same to the Company.
	 
	5.4	 	GSK shall not be liable for any costs or expenses, including any costs or expenses pertaining
to travel undertaken by the Executive, incurred as a result of any activity or participation
in any role or capacity external to and unrelated to GSK or any Group Company. It is agreed
that the Executive will promptly reimburse GSK against any such costs that may be incurred by
GSK. Further, the Executive authorises the Company at any




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	 	 	time to deduct from his salary, or
any other monies payable to him by the Company, all sums which he owes the Company. If this
is insufficient, the Company will require repayment of the balance.
	 
	6	 	Expenses and other Benefits
	 
	6.1	 	The Company shall promptly reimburse to the Executive all reasonable travel and other out of
pocket expenses properly incurred by him in the performance of his duties under the
Employment. The Executive will submit claims for expenses reimbursement to the Company
regularly with appropriate supporting documentation.
	 
	6.2	 	The Executive is eligible to participate in the GlaxoSmithKline Car Allowance and Employee
Car Ownership Scheme (ECOS) subject to the rules of the Scheme as amended from time to time
provided that pursuant to the Sarbanes-Oxley Act 2002, the Executive shall not be entitled to
receive the cash loan component of the ECOS. The Executive will receive a cash allowance which
will be appropriate to a GSK Band A executive. Full details of the Scheme are available on
the TotalReward section on myGSK.
	 
	6.3	 	The medical benefit arrangements for the Executive and his family are as set out in the
GlaxoSmithKline Executive Medical Plan (as amended from time to time). Details, including
eligibility criteria, are set out in the TotalReward section on myGSK.
	 
	6.4	 	The Company at its expense shall provide the Executive with other benefits provided to
executives of the Company of the same grade, and the Executive shall be entitled to
participate in all benefit plans, practices and policies as are made available by the Company
from time to time to its executives generally of the same grade subject to their terms and
conditions from time to time in force. A list of all plans and programmes currently in
operation is set out in Appendix 2. Details of the relevant plans and programmes are set out
in the TotalReward section on my GSK.
	 
	6.5	 	The Company (and GSK plc, as applicable) reserves the absolute right and discretion to amend,
modify or terminate all such benefits, plans and programmes as are referred to in Sections
5.2, 6.2, 6.3, 6.4 and 8 at any time and for any reason.
	 
	7	 	Holidays
	 
	 	 	In addition to all statutory and Bank Holidays, the Executive shall be entitled to 28 days’
holiday in each year at full pay, which shall accrue rateably during the calendar year. Up
to four days of such holiday shall be taken at times to be designated by the Company and the
remainder shall be taken at such times as the business of the Company may permit. On
termination of the Employment the Executive will be entitled to be paid for any accrued
holiday not taken and will reimburse the Company for any holiday taken but not accrued.
	 
	 	 	Holiday which is not taken in the year in which it is accrued may be carried forward, in
accordance with the Company’s rules on the banking of holidays outlined in its Holiday
Policy, as amended from time to time. Any holiday which is not banked in accordance with
these rules will be lost.
	 
	8	 	Pension and Life Insurance
	 
	 	 	The Executive is entitled to be a member of the Glaxo Wellcome Pension Plan — Executive
Section arrangements subject to the terms from time to time in force of that Plan. Details
of the current Plan are contained on the TotalReward section on myGSK. Any contributions




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	 	 	payable by the Executive to the pension plan will be deducted from salary. No contracting
out certificate is in force in respect of the Executive’s employment. The Plan is subject
to amendment or withdrawal at the Company’s discretion.
	 
	9	 	Sickness
	 
	9.1	 	The Executive shall comply with the Company’s sick pay rules from time to time in force.
	 
	9.2	 	Without prejudice to the Company’s right to terminate the Employment in accordance with
Sections 3, 13, 15 and 16 and to automatic termination in accordance with Section 14, if the
Executive is absent from the Employment as a result of sickness or injury he shall be paid his
full salary for the first 26 weeks’ absence (whether or not consecutive) and half of his
salary for the second 26 weeks (whether or not consecutive) in aggregate in any period of 24
calendar months. The amount of any benefit which the Executive is entitled to claim during
that period of absence under any Social Security or National Insurance Scheme and/or any
Scheme of which the Executive is a non-contributory member by virtue of the Employment, will
be deducted from any salary paid to him. The Company will pay the Executive statutory sick
pay under the Social Security Contributions and Benefits Act 1992 (as amended) and any salary
paid to him will be deemed to include statutory sick pay. The Company reserves the right to
offset the amount of these benefits against salary paid to the Executive even if the Executive
has not recovered them.
	 
	9.3	 	The Company may require the Executive to have a medical examination every year (or at such
shorter intervals as they may agree between them), by a doctor approved by the Company. The
costs of such examinations shall be borne by the Company. The Executive shall authorise such
doctor to submit to the Vice President, Employee Health Management of the Company a copy of
the medical report or results of any tests prepared or obtained as a result of that
examination (which shall omit reference to any medical condition which in the doctor’s opinion
would not affect the Executive’s capability to perform his duties then or in the future).
	 
	10	 	Inventions and Copyright
	 
	 	 	The Company’s standard policy on inventions and copyright from time to time in force shall
apply to the Executive.
	 
	11	 	Confidentiality; Company Securities
	 
	11.1	 	Without prejudice to any other duty owed to the Company or to any Group Company, the
Executive shall not, except in the proper performance of his duties or as authorised by the
Board, during or after the Employment, use or disclose to any person any Confidential
Information obtained by him during the Employment.
	 
	11.2	 	In the course of the Employment, the Executive is likely to obtain trade secrets and
confidential information belonging to or relating to Group Companies and other persons. He
will treat such information as if it falls within the terms of Section 11.1 and Section 11.1
will apply with any necessary amendments to such information. If requested to do so by the
Company, the Executive will enter into an agreement with other Group Companies and any other
persons in the same terms as Section 11.1 with any amendments necessary to give effect to this
provision.




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	11.3	 	For the purposes of this Agreement, the term “Confidential Information” shall include, but
not be limited to confidential commercial, financial and strategic data pertaining to the
Group and any other confidential information relating to the business or affairs of the Group
including, without limitation, any invention, trade secret, manufacturing process or patent
information. The term “Confidential Information” shall not include any information:






	 	11.3.1	 	which is or becomes generally available to the public; or
	 
	 	11.3.2	 	which is acquired by the Executive apart from his association with the Group






		 	other than, in each case, as a result of disclosure by the Executive or by any person to
whom he has supplied information or by any person in breach of a duty of confidentiality.
	 
	 	 	In addition, the term “Confidential Information” shall not include any information which the
Executive is required to disclose by applicable law or regulation or by order of a court or
governmental body of competent jurisdiction, so long as the Executive gives the Board
reasonable prior notice of such required disclosure. This does not affect any rights the
Executive has under Part IVA of the Employment Rights Act 1996.
	 
	11.4	 	During the Employment, the Executive shall be bound, in respect of transactions in securities
issued by any Group Company, by the Company’s and GSK plc’s policies from time to time in
effect on employee securities dealing. In particular, the Executive shall advise either the
Company Secretary or Chairman of GSK plc before he or any member of his immediate family seeks
to trade in such securities and shall be bound by any directions given by the Company
Secretary or Chairman.
	 
	12	 	General Termination Provisions
	 
	12.1	 	On the termination of the Employment for whatever reason, or at any other time when requested
to do so by the Company, the Executive, upon receipt of written request from the Company,
shall promptly






	 	(i)	 	deliver up to the Company any property belonging to the Company or any other
Group Company which may be in his possession or under his control including
Confidential Information, lists of customers, correspondence, documents and other
property. The Executive will not retain any copies of any materials or other
information. The Company shall promptly return to the Executive and permit him
to remove from the premises of the Company and any other Group Company, any
property, personal records, files, etc. belonging to the Executive; and
	 
	 	(ii)	 	resign on request by the Company or the GSK Board (if he has not already done
so) from all offices held by him in the Company and any other Group Company (except for
any he is entitled to retain under any separate agreement with any Group Company),
failing which the Executive irrevocably authorises the Company or GSK plc to appoint an
officer of the Company or GSK plc to execute all documents on his behalf and do all
things necessary to effect such resignations; PROVIDED, however, that any such
resignations pursuant to this Section 12.1(ii) shall be without prejudice to the
Executive’s rights under this Agreement.






	12.2	 	Any termination of the Employment shall be without prejudice to the Executive’s and the
Company’s continuing obligations under this Agreement.
	 
	12.3	 	Upon the termination of the Executive’s employment for whatever reason, the Executive shall
immediately repay all outstanding debts or loans due to the Company or any Group




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	 	 	Company and
the Company is hereby authorised to deduct from any payment of wages any sum in repayment of
all or any part of such debts or loans.
	 
	12.4	 	The terms of the GSK UK Redundancy Policy as in force from time to time, shall not apply to
the Executive who shall only be entitled to statutory redundancy pay in addition to any other
entitlement under this Agreement if his Employment is terminated by reason of redundancy.
	 
	13	 	Termination due to Death or Disability
	 
	13.1	 	In the event of the Executive’s death, the Employment will terminate automatically on the
date of his death, which shall be the Termination Date for the purposes of this Agreement.
His duly qualified executor shall be entitled to receive the Accrued Obligations.
	 
	13.2	 	The Company may elect to terminate the Employment immediately without notice or payment in
lieu of notice by serving written notice (“Termination Notice for Disability”), if an
independent physician selected by the Company has certified in writing that, by reason of a
physical or mental illness or other condition of the Executive, the Executive is unlikely to
be able to resume performance of duties under the Employment for the foreseeable future. The
Employment will terminate on the Termination Date specified in the Termination Notice for
Disability. Provided that the Company shall not be entitled to terminate the employment by
reason of physical or mental illness or other condition if this would lead to the Executive
becoming dis-entitled to benefits under the Company’s or GSK plc’s permanent health insurance
plan.
	 
	13.3	 	In the event the Company delivers a Termination Notice for Disability, the Executive shall
immediately be relieved from all offices, appointments and responsibilities that he may then
hold under the Employment and be relieved of any duty to work for or serve the Company or any
Group Company. The Executive shall be entitled only to the Accrued Obligations, together with
such rights as are provided for in the applicable benefits plan(s) in which the Executive
participates.
	 
	14	 	Termination on Retirement
	 
	 	 	The Employment shall automatically terminate on the last day of the month in which the
Executive reaches his sixtieth (60th) birthday (the “Retirement Date”) and the Executive
shall thereafter be entitled only to payment of the Accrued Obligations.
	 
	15	 	Termination for Cause
	 
	15.1	 	The Company shall be entitled to terminate the Employment immediately without notice or
payment in lieu of notice for Cause (as defined in this Section 15) by serving written notice
(“Notice of Termination for Cause”).
	 
	15.2	 	“Cause” shall mean:






	 	15.2.1	 	the Executive is convicted of any criminal offence which in the reasonable opinion
of the Chairman of GSK plc or the GSK Board affects the Executive’s position as Chief
Executive Officer of GSK plc (other than a motoring offence for which no custodial
sentence is given to him); or
	 
	 	15.2.2	 	the Executive, in carrying out his duties under the Employment, is found guilty of
gross neglect or gross misconduct; or




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	 	15.2.3	 	the Executive shall become bankrupt or have an order under Section 252 of the
Insolvency Act 1986 made in respect of him or if an interim receiver of his property
is appointed under Section 286 of the Act; or
	 
	 	15.2.4	 	the Executive shall be or become prohibited by law from being a director; or
	 
	 	15.2.5	 	the Executive commits a material breach of any term of this Agreement.






	15.3	 	Any delay or forbearance by the Company in exercising any right of termination shall not
constitute a waiver of it.
	 
	15.4	 	In the event that the Employment is terminated for Cause, the Employment shall terminate upon
the date on which the Board serves Notice of Termination for Cause and the Executive shall be
entitled only to payment of all previously accrued and unpaid salary then due and owing under
this Agreement, up to the date of termination including reimbursement for expenses previously
incurred and, save for the provisions of this Section 15.4, the Executive will have no claim
for damages or any other remedy against the Company or any Group Company.
	 
	16	 	Termination by Notice
	 
	16.1	 	If either notice to terminate the Employment is given by the Executive according to Section
3.2(iii) above, or if the Executive resigns without giving due notice and the Company does not
accept his resignation or the Company has given notice in accordance with Section 3.2(ii)
above then the Company may require the Executive to comply with any and all of the provisions
in this Section 16.1 for a maximum period of 12 months (the “Garden Leave Period”).






	 	16.1.1	 	The Company may require that the Executive does not:






	 	(i)	 	enter or attend the premises of the Company, or any Group
Company; or
	 
	 	(ii)	 	contact or have any communication with any customer or client
of the Company, or any Group Company in relation to the business of the
Company, or any Group Company; or
	 
	 	(iii)	 	contact or have any communication with any employee, officer,
director, agent or consultant of the Company, or any Group Company in relation
to the business of the Company, or any Group Company; or
	 
	 	(iv)	 	become employed or engaged by any company, partnership or other
entity whether as an employee, director, partner or consultant or carry on any
business either on his own account or for any other person whether directly or
indirectly (except as the holder, directly or indirectly, of less than 5 per
cent of the shares or save for those activities permitted in accordance with
Section 4.3);
	 
	 	(v)	 	remain or become involved in any aspect of the business of the
Company, or any Group Company except as required by such companies.






	 	16.1.2	 	The Company may require the Executive:






	 	(i)	 	to comply with the provisions of Section 12; and
	 
	 	(ii)	 	to immediately resign from any directorship which he holds in
the Company, and any Group Company or any other company where such directorship is




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	 	 	 	held as a consequence or requirement of the Employment, unless he is
required to perform duties to which any such directorship relates in which case
he may retain such directorships while those duties are ongoing. The
Executive hereby irrevocably appoints the Company to appoint an officer of GSK
plc as his attorney to execute any instrument and do anything in his name and
on his behalf to effect his resignation if he fails to do so in accordance with
this Section 16.1.2(ii).






	 	16.1.3	 	During any Garden Leave Period the Company may appoint another individual to carry
out the duties of the Executive and the Executive shall:






	 	(i)	 	continue to be bound by the provisions of this Agreement and
conduct himself with good faith towards the Company and not do anything that is
harmful to the Company or any Group Company;
	 
	 	(ii)	 	remain available to perform any reasonable duty requested by the Company or any
Group Company and to co-operate generally with the Company or any Group Company
to ensure a smooth handover of his duties (provided that if the Executive
should fail to make himself available for such work having been requested by
the Company or any Group Company to attend he shall, notwithstanding any other
provision of this Agreement forfeit his right to salary and contractual
benefits in respect of such period of non-availability).






	 	16.1.4	 	During the Garden Leave Period, the Executive will be entitled to receive his
salary and benefits in accordance with the terms of this Agreement including any
bonus payable in accordance with Section 5.2 but excluding any share entitlements
under Section 5.2 above.
	 
	 	16.1.5	 	Where the Company gives notice to terminate the Employment in accordance with
Section 3.2 (except where termination is effected pursuant to the terms of Section
15) above then notwithstanding the continuation of the Employment during any period
after notice has been given, including, any Garden Leave Period, within 30 days of
the date such notice was given to the Executive, the Company shall pay to the
Executive as a lump sum his full salary and bonus in respect of the entire period of
notice (except for any part of it attributable to the period falling after the
Executive’s Retirement Date and subject to deduction of tax and any other deductions
required to be made) (the “Lump Sum”). For this purpose, full salary shall be the
basic salary in effect at the date such notice is given to the Executive, and bonus
shall be calculated on the basis of the Executive achieving 100 per cent of the
target bonus at Bonus Level 1. For the avoidance of doubt, the payment by the
Company to the Executive of the Lump Sum will extinguish any and all liability
imposed on the Company under this Agreement to make any further payment to the
Executive in respect of salary and bonus under this Agreement during any period after
notice has been given, including, any Garden Leave Period.
	 
	 	16.1.6	 	After the payment of a Lump Sum pursuant to Section 16.1.5, at the end of or at any
time during the Garden Leave Period the Company may at its sole and absolute
discretion terminate the Employment by further written notice to the Executive
without any further payment. In any event at the end of the 12 month Garden Leave
Period the Employment will also terminate automatically and the




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	 	 	 	Company shall be
under no obligation to make any further payment to the Executive, save for in respect
of any Accrued Obligations that may exist.
	 
	 	16.1.7	 	However, in the event that the Executive obtains an offer of future alternative
employment with another employer, or otherwise wishes to take up alternative business
activities, and he can satisfy the GSK Board that such employment/activities are not
in breach of Section 17, the Company shall waive the balance of any unexpired notice
period or the Garden Leave Period so as to enable the Executive to take up such
alternative employment/activities; whereupon, subject to Section 12.3 above, the
Company’s obligations to the Executive under this Section 16.1 shall cease with
effect from the agreed revised Termination Date.
	 
	 	16.1.8	 	The Company and the Executive agree that if the Company shall fully perform, when
due, all its obligations under this Section 16, such performance shall be in full and
final settlement of all and any claims or rights of action which the Executive might
have against the Company, or any Group Company arising out of this Agreement or its
termination or otherwise howsoever relating to the Employment.
	 
	 	16.1.9	 	A removal by the Company of the Executive from his current position which results
in a demotion to a position with less responsibility than his current position, or a
change in reporting relationships which results in the Executive no longer reporting
directly to the GSK Board, or any successor board, will be deemed to be a termination
by the Company on notice pursuant to Section 16 of this Agreement.






	17	 	Restrictions during and after Termination of Employment
	 
	17.1	 	In this Section:
	 
	 	 	“Restricted Business” means the businesses of the Company or any Group Company at the
Termination Date (or if earlier the start of any Garden Leave Period ending on the
Termination Date) with which the Executive was involved to a material extent during the last
12 months of the Employment.
	 
	 	 	“Restricted Period” means any period during which the Executive is employed by the Company
(including for the avoidance of doubt, any Garden Leave Period) and the period of 12 months,
less any Garden Leave Period imposed by the Company under Section 16 and less any period of
notice worked by the Executive during the notice period set out in Section 3, commencing on
the Termination Date.
	 
	17.2	 	The Executive is likely to obtain trade secrets and confidential information and personal
knowledge of and influence over customers, clients and employees of the Company, GSK plc and
its Group Companies during the course of the Employment. To protect these interests, the
Executive agrees with the Company and GSK plc that the Executive will be bound by the
following covenants:






	 	17.2.1	 	During the Restricted Period he will not be engaged in (except as the holder,
directly or indirectly, of less than 5 per cent of the shares) any business which is
or is about to be in competition with the Restricted Business.




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	 	17.2.2	 	During the Restricted Period the Executive will not canvass or solicit in
competition with the Company, or any Group Company, the custom of any person who was
during the last 12 months of the Employment a customer, or client of, or in the habit
of dealing with, the Company, or (as the case may be) any Group Company and in
respect of which the Executive had access to confidential information or with whose
custom or business the Executive is or was personally concerned, during that 12 month
period with a view to providing goods or services to that person in competition with
any Restricted Business.
	 
	 	17.2.3	 	During the Restricted Period he will not, in the course of any business concern
which is in competition with the Restricted Business provide goods or services to or
otherwise have any dealings with any person who was during the last 12 months of the
Employment a customer, or client of, or in the habit of dealing with the Company, or
any Group Company, and in respect of which the Executive had access to confidential
information or with whose custom or business the Executive is or was personally
concerned during that 12 month period.
	 
	 	17.2.4	 	During the Restricted Period he will not, interfere or endeavour to interfere with
the continuance of the provision of goods or services to the Company, or any Group
Company, by any supplier which was a supplier of goods or services to the Company, or
any Group Company during the last 12 months of the Employment and with whom the
Executive dealt to a material extent during that period.
	 
	 	17.2.5	 	During the Restricted Period he will not entice or try to entice away from the
Company or any Group Company any person who is still employed by the Company or a
Group Company during the Restricted Period and is a senior employee, director or full
time senior consultant of such a company and with whom he worked closely in the last
six months of the Employment.






	17.3	 	Each of the obligations imposed on the Executive by this Section 17 extend to him acting not
only on his own account but also on behalf of any other firm, company or other person and
shall apply whether he acts directly or indirectly.
	 
	17.4	 	Following the Termination Date, the Executive will not represent himself as being in any way
connected with the businesses of the Company, GSK plc or of any other Group Company (except to
the extent agreed in writing by such a company).
	 
	17.5	 	Any benefit given or deemed to be given by the Executive to any Group Company under the terms
of Section 17 is received and held on trust by the Company for the relevant Group Company.
The Executive will enter into appropriate restrictive covenants directly with other Group
Companies if asked to do so by the Company or GSK plc.
	 
	18	 	Reasonableness of Restrictions
	 
	18.1	 	Each of the obligations on the Executive contained in Section 17 constitutes a separate and
independent restriction on the Executive notwithstanding that they may be contained in the
same Section, paragraph or sentence.
	 
	18.2	 	Should the restrictions contained in Section 17 be found to be void but would be valid if
some part thereof were deleted or the period or radius of application reduced, then such
restriction shall apply with such modification as may be necessary to make it valid and




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		 	effective. In particular, the Executive agrees that the restrictions are reasonable and
necessary for the protection of the Company and the Group Companies.
	 
	18.3	 	If the Executive shall, during the Restricted Period, receive from any person, firm or
company, an offer to provide services in any capacity whatsoever, or to enter into employment
where acceptance of such offer, or the taking of such employment, might render him in breach
of the provisions of this Agreement, he shall promptly advise the offeror of the existence of
the restrictions set forth in Section 17 of this Agreement.
	 
	18.4	 	The Executive acknowledges that the Company may have no adequate remedy at law and would be
irreparably harmed if the Executive breaches or threatens to breach the provisions of Section
17 above and, therefore, agrees that the Company shall be entitled to injunctive relief to
prevent any breach or threatened breach of Section 17 above, and to specific performance of
the terms of each such Section in addition to any other legal or equitable remedy it may have.
The Executive further agrees that he shall not, in any equity proceedings involving him
relating to the enforcement of Section 17 above raise the defence that the Company has an
adequate remedy at law. Nothing in
this Agreement shall be construed as
prohibiting the Company from pursuing
any other remedies at law or in
equity that it may have.
	 
	19	 	Severability
	 
	 	 	In the event that any provision or portion of this Agreement shall be determined to be
invalid or unenforceable for any reason, the remaining provisions or portions of this
Agreement shall be unaffected thereby and shall remain in full force and effect to the
fullest extent permitted by law.
	 
	20	 	Successors and Assigns
	 
	20.1	 	This Agreement shall be binding upon and inure to the benefit of the Company or any
corporation or other entity to which the Company may transfer all or substantially all of its
assets and business and to which the Company may assign this Agreement, in which case
“Company”, as used in this Agreement, shall mean such corporation or other entity. The
foregoing shall not relieve the Company of any of its obligations under Section 16 of this
Agreement. The rights of the Executive shall inure to the benefit of his heirs, executors,
administrators and other personal representatives.
	 
	20.2	 	The Executive may not assign this Agreement or any part of it or any rights thereunder or
delegate any duties to be performed by him under it to anyone else.
	 
	21	 	Survivorship
	 
	 	 	To the extent contemplated by this Agreement, respective rights and obligations of the
parties set out in this Agreement shall survive any termination of this Agreement to the
extent necessary to the intended preservation of such rights and obligations.
	 
	22	 	Notices
	 
	 	 	Any notice (including any Termination Notice) required or permitted to be given under this
Agreement shall be in writing and shall be deemed to have been given when delivered
personally or sent by courier, duly addressed to the party concerned at such address as the
party may notify to the other. Any notice delivered personally under this Section 22




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	 	 	shall
be deemed given on the date delivered and any notice sent by courier shall be deemed given
on the date delivery is recorded by such courier.
	 
	23	 	Entire Agreement
	 
	23.1	 	This Agreement supersedes any previous written or oral agreement between the parties in
relation to the matters dealt within it. It contains the whole agreement between the parties
relating to the Employment at the date the Agreement was entered into (except for those terms
implied by law which cannot be excluded by the agreement of the parties). The Executive
acknowledges that he has not been induced to enter into this Agreement by any representation,
warranty or undertaking not expressly incorporated into it.
	 
	23.2	 	Neither party’s rights or powers under this Agreement will be affected if:






	 	23.2.1	 	one party delays in enforcing any provision of this Agreement; or
	 
	 	23.2.2	 	one party grants time to the other party.






	24	 	Amendment or Modification; Waiver
	 
	 	 	No provision of this Agreement may be amended or waived unless such amendment or waiver is
agreed to in writing, signed by the Executive and by a duly authorised officer of the
Company who shall supply the Executive with evidence of such authority.
	 
	25	 	Withholding
	 
	 	 	Anything to the contrary notwithstanding, all payments required to be made by the Company
under this Agreement to the Executive, or to his estate or beneficiaries, shall be subject
to withholding of such amounts relating to taxes as the Company may be required to withhold
pursuant to any applicable statute, law or regulation.
	 
	26	 	Indemnification and Insurance
	 
	26.1	 	The Company agrees that if the Executive is made a party or is threatened to be made a party
to any action, suit, proceeding or governmental or other investigation by reason of the fact
of the Employment or that he is or was a director, officer or employee of the Company or is or
was serving at the request of the Company as a director, officer, employee or agent of another
Group Company or entity except for any action instigated by the Company or the Executive (a
“Proceeding”), he shall be indemnified by the Company to the fullest extent permitted by
applicable law against all expenses, liabilities and losses reasonably incurred or suffered by
the Executive in connection with such a Proceeding (including any tax payable by the Executive
as a result of payments made by the Company pursuant to this indemnity), including, without
limitation, payment of expenses incurred in defending a Proceeding prior to the final
disposition of such Proceeding; PROVIDED, however, that written notice of such Proceeding is
given promptly to the Company by the Executive and the Company is permitted (where
appropriate) to participate in and assume the defence of such Proceeding. The provisions of
this Section 26 shall survive the termination of the Employment and shall be in addition to
any other rights to indemnification to which the Executive may from time to time be entitled,
whether under any applicable insurance policies or otherwise.




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	26.2	 	The Company will provide the Executive with Legal Expenses Insurance and Directors’ and
Officers’ Liability Insurance under the Company’s policy current from time to time in force
subject to such cover being available at reasonable commercial rates.
	 
	27	 	Collective Agreements — Disciplinary Rules and Procedures
	 
	 	 	There are no collective agreements which directly affect the terms and conditions set out in
this Agreement.
	 
	 	 	The Company’s harassment and bullying policies, disciplinary rules and procedures and
grievance procedures, as in force from time to time, shall apply to the Executive. The
Company reserves the right to leave out any or all of the stages of those rules and
procedures where it considers it appropriate to do so.
	 
	28	 	Data Protection
	 
	 	 	The Executive consents to the Company or any Group Company holding and processing both
electronically and manually the data it collects which relates to the Executive for the
purpose of the administration and management of its employees and its business and for
compliance with applicable procedures, laws and regulations. The Executive also consents to
the transfer of such personal information to other offices the Company may have or to a
Group Company or to other third parties whether or not outside the European Economic Area
for administration purposes and other purposes in connection with the Executive’s employment
where it is necessary or desirable for the Company to do so.
	 
	29	 	Governing Law
	 
	 	 	This Agreement shall be deemed a contract made under, and for all purposes shall be
construed in accordance with, the laws of England. Each of the parties submits to the
exclusive jurisdiction of the English courts as regards any claim or matter under this
Agreement.
	 
	30	 	Titles
	 
	 	 	Titles to the Sections in this Agreement are intended solely for convenience and no
provision of this Agreement is to be construed by reference to the title of any Section.





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     In witness whereof the parties hereto have executed this Agreement as a deed on the day and
year first above written



	 	 	 	 	 
	THE COMMON SEAL of

GLAXOSMITHKLINE SERVICES

UNLIMITED was hereunto affixed in the

presence of:

	} 
	 /s/ J. Heslop



J. S. Heslop

For and on behalf of

Glaxo Group Limited

Corporate Director
	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	Director
	 	 	 	 
	 
	 	 	 	 
	Assistant Secretary

	 	/s/ V. A. Whyte	 	 
	 

	 	 

V. A. Whyte
	 	 






	 	 	 	 	 	 
	Signed Sealed and Delivered by the
	 	}
	 /s/ A. P. Witty
	said ANDREW PHILIP WITTY in
	 
	the presence of: 	 
	 

	 	 	 	 	 
	 	 	 	 	 	 
	Name:

	 	/s/ Allen James Powley	 	 	 
	

	 	 

Allen James Powley
	 	 	 
	 
	 	 	 	 	 
	Address:

	 	980 GREAT WEST ROAD

BRENTFORD

MIDDLESEX TW8 9GS
	 	 	 
	 
	 	 	 	 	 
	Occupation

	 	SOLICITOR	 	 	 






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Appendix 1: Schedule of Directorships and Outside Interests 



A list of the directorships and outside interests of the Executive approved by the GSK Board as at
the date of this Agreement is out below:




	 	 	 
	Title	 	     Company Name
	 
	 	 
	Director

	 	GlaxoSmithKline plc
	 
	 	 
	Director

	 	British Pharma Group Limited






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Appendix 2: Other Benefits 



TotalReward makes the spirit of GSK an everyday reality for our people and is a major building
block for achieving our mission. The principles have been developed to ensure that the interest of
our employees is very closely aligned with GSK’s.



TotalReward is a competitive package designed to attract, retain, motivate and develop the best
talent. At the same time, it is cost-effective, benefiting GSK and our employees. Below is a list
providing examples of the benefits currently provided as at the date of the contract.



TotalReward includes:





	•	 	Total Cash opportunities — Salary, Bonus, Share Option Plan, Performance Share Plan, Annual
Investment Plan
	 
	•	 	Lifestyle Benefits -Total Care, Holidays, Corporate Discounts and Car Ownership Scheme
	 
	•	 	Savings Choices — ShareReward, ShareSave and Pension Plan




The Executive’s future participation in certain of these plans and programmes may be affected if he
does not satisfy the Share Ownership Requirements (as amended from time to time).



Details of the relevant plans and programmes and Share Ownership Requirements are set out in the
CET TotalReward section on myGSK.



The Company reserves the right to amend, modify or withdraw the benefits, from time to time.





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