**Exhibit10.19**

 

**ROSEMONTPHARMACEUTICALS LIMITED**

 

 

**EmploymentAgreement**

**for**

**AndreGroenewegen**

 

 

 

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**Contents**

 

 
| Article 1. Term of Employment                                              |
|----------------------------------------------------------------------------|
| Article 2. Definitions                                                     |
| Article 3. Position and Responsibilities                                   |
| Article 4. Standard of Care                                                |
| Article 5. Compensation                                                    |
| Article 6. Expenses                                                        |
| Article 7. Employment Terminations                                         |
| Article 8. Change in Control                                               |
| Article 9. Assignment                                                      |
| Article 10. Notice                                                         |
| Article 11. Confidentiality and  Noncompetition                            |
| Article 12. Outplacement Assistance                                        |
| Article 13. Directorship                                                   |
| Article 14. Disciplinary and Grievance  Procedures and Sickness Procedures |
| Article 15. Miscellaneous                                                  |
| Article 16. Governing Law                                                  |

 

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**Employment Agreement**

 

This Agreement is made, entered into, and is effectiveas of the Effective Date, by and between the Company and the Executive.

 

## **Article 1**. Term of Employment

 

1.1                                 TheCompany hereby agrees to employ the Executive and the Executive hereby agreesto serve the Company in accordance with the terms and conditions set forthherein, unless and until terminated in accordance with the provisions of thisAgreement.

 

1.2                                 TheManager warrants that, in entering into this Agreement and performing hisobligations under it, he will not be in breach of any terms of obligationsunder any further or other agreement with any third party.

 

## **Article 2**. Definitions

 

2.1                                 **“Affiliate”**means,in respect of any company, a company which is its subsidiary, subsidiaryundertaking or holding company, or a company which is a subsidiary orsubsidiary undertaking of that holding company.

 

2.2                                 **“Agreement”**means this Employment Agreement.

 

2.3                                 **“AnnualBonus”** means the annual bonus to be paid to the Executive inaccordance with BTG’s annual bonus program as described in Section 5.3 herein.

 

2.4                                 **“BaseSalary”** means the gross salary of record paid to the Executive asannual salary, pursuant to Section 5.2, excluding amounts received underincentive or other bonus plans, whether or not deferred.

 

2.5                                 **“BeneficialOwner”** shall have the meaning ascribed to such term in Rule13d-3 of the General Rules and Regulations under the Securities Exchange Act.

 

2.6                                 **“Beneficiary**”means the persons or entities designated or deemed designated by the Executivepursuant to Section 13.6 herein.

 

2.7                                 **“Board”**or**“Board ofDirectors”** means the Board of Directors of BTG.

 

2.8                                 **“BTG”**meansBio-Technology General Corp., a Delaware corporation, or any Successor Companythereto as provided in Section 9.1 herein.

 

2.9                                 **“Cause”**means:

 

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(a)          Executive materiallybreached any of the terms of this Agreement and failed to correct such breachwithin fifteen (15) days after written notice thereof from the Company;

 

(b)         Executive has beenconvicted of an indictable criminal offense (other than an offense which, inthe opinion of the Chief Executive of BTG does not affect his position as anemployee of the Company);

 

(c)          Executive has breached afiduciary trust for the purpose of gaining a personal profit, including,without limitation, embezzlement;

 

(d)         Despite adequatewarnings, Executive failed to perform reasonably assigned duties within thenormal and customary scope of the Position;

 

(e)          Executive is guilty ofany gross misconduct or gross neglect in the discharge of his duties under thisAgreement;

 

(f)            Executive, by hisactions or omissions, brings the name of the Company or any Group Company intoserious disrepute or prejudices the interests of the business of the Company orany other Group Company; or

 

(g)         Executive is or becomesprohibited by law from being a director.

 

2.10                           **“Change inControl” or “CIC”** of BTG or the Company shall be deemed to haveoccurred as of the first day that any one or more of the following conditionsis satisfied:

 

(a)                                  Any consolidation or merger in which BTG or theCompany is not the continuing or surviving entity or pursuant to which sharesof the Common Stock would be converted into cash, securities, or otherproperty, other than (i) a merger of BTG or the Company in which the holders ofthe Common Stock immediately prior to the merger have the same proportionateownership of common stock of the surviving corporation immediately after themerger, or (ii) a consolidation or merger which would result in the votingsecurities of BTG or the Company outstanding immediately prior theretocontinuing to represent (by being converted into voting securities of thecontinuing or surviving entity) more than 50% of the combined voting power ofthe voting securities of the continuing or surviving entity immediately aftersuch consolidation  or merger andwhich would result in the members of the Board immediately prior to suchconsolidation or merger (including for this purpose any individuals whoseelection or nomination for election was approved by a vote of at leasttwo-thirds of such members) constituting a majority of the Board (or equivalentgoverning body) of the continuing or surviving entity immediately after suchconsolidation or merger;

 

(b)                                 Anysale, lease, exchange, or other transfer (in one transaction or a series ofrelated transactions) of all or substantially all the Company’s assets;

 

(c)                                  TheCompany’s or BTG’s stockholders approve any plan or proposal for theliquidation or dissolution of BTG or the Company;

 

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(d)                                 AnyPerson shall become the Beneficial Owner of forty (40) percent or more of theCommon Stock other than pursuant to a plan or arrangement entered into by suchPerson and BTG or the Company; or

 

(e)                                  Duringany period of two consecutive years, individuals who at the beginning of suchperiod constitute the entire Board of Directors shall cease for any reason toconstitute a majority of the Board unless the election or nomination forelection by BTG’s stockholders of each new director was approved by a vote ofat least two-thirds of the directors then still in office who were directors atthe beginning of the period.

 

2.11                           **“CICSeverance Benefits”**means the payment of severance compensationassociated with a Qualifying Termination occurring subsequent to a Change inControl, as described in Section 8.3.

 

2.12                           **“CommonStock”** means the common stock of BTG, $.01 par value or equity sharecapital of the Company.

 

2.13                           **“CompensationCommittee”** means the Compensation and Stock Option Committee of theBoard, or any other committee appointed by the Board to perform the functionsof such committee.

 

2.14                           **“Company”**means Rosemont Pharmaceuticals Limited, registered in England and Wales ascompany number 924648 and having its registered office at Rosemont House,Yorkdale Industrial Park, Braithwaite Street, Leeds LS11 9WE.

 

2.15                           **“Director”**means any individual who is a member of the Board of Directors of BTG**.**

 

2.16                           **“Disability”**or **“Disabled”**means for all purposes of this Agreement, the meaning ascribed to such term inthe Company’s long-term disability plan, or in any successor to such plan.

 

2.17                           **“EffectiveDate”** means December  19,2002.

 

2.18                           **“EffectiveDate of Termination”**means the date on which a termination of theExecutive’s employment occurs.

 

2.19                           **“EmploymentDate”**means August 1, 2001.

 

2.20                           **“Executive”**meansAndre Groenewegen  who, as of theEffective Date, resides at Riddersdal 11, 3090 Overijse, Belgium.

 

2.21                           **“GoodReason”**shall mean, without the Executive’s express written consent,the occurrence of any one or more of the following:

 

(a)                                                Reducingthe Executive’s Base Salary;

 

(b)                                               Failingto maintain Executive’s amount of benefits under or relative level ofparticipation in the Company’s employee benefit or retirement plans, policies,practices, or arrangements in which the Executive participates as of theEffective Date of this Agreement, including any perquisite program; provided,however, that

 

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any such changethat applies consistently to all executive officers of the Company or isrequired by applicable law shall not be deemed to constitute Good Reason;

 

(c)                                                Failingto require any Successor Company to assume and agree to perform the Company’sobligations hereunder;

 

(d)                                               Theoccurrence of any one or more of the following events on or after theannouncement of the transaction which leads to the CIC and up to twenty-four(24) calendar months following the effective date of a CIC:

 

(1)          Requiring Executive tobe based at a location that requires the Executive to travel at least anadditional thirty-five (35) miles per day;

 

(2)          Requiring Executive toreport to a position which is at a lower level than the highest level to whichExecutive reported within the six (6) months prior to the CIC;

 

(3)          Demoting Executive to alevel lower than Executive’s level in the Company as of the Effective Date.

 

2.22                           **“Group”**meansthe Company and any Affiliate of the Company and **“Group Company”** shall beconstrued accordingly.

 

2.23                           **“Notice ofTermination”**means a written notice****which shall indicate thespecific termination provision in this Agreement relied upon, and shall setforth in reasonable detail the facts and circumstances claimed to provide abasis for termination of the Executive’s employment under the provisions soindicated.

 

2.24                           **“Person”**shallhave the meaning ascribed to such term in Section 3(a)(9) of theSecurities Exchange Act and used in Sections 13(d) and 14(d) thereof,including a “group” as defined in Section 13(d) thereof.

 

2.25                           **“Position”**shall have the meaning ascribed to it in Section 3.1.

 

2.26                           **“ProspectiveClient”** means any person who, at the date of termination of theExecutive’s employment or at any time during the 12 month period immediatelyprior to the date of termination, was a prospective client or prospectivecustomer of the Company or any Group Company and with whom during the 12 monthperiod prior to the termination of the Executive’s employment the Executiveshall have had business dealings.

 

2.27                           **“QualifyingTermination”** means any of the events described in Section 8.2herein, the occurrence of which triggers the payment of CIC Severance Benefitshereunder.

 

2.28                           **“RemedialNotice”** means a written notice****which shall indicate that the Executiverelies on section 7.6 of this Agreement and shall set forth in reasonabledetail the facts and circumstances claimed to provide a basis for terminationof the Executive’s employment for Good Reason.

 

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2.29                           **“RestrictedBusiness”**means the business of the Company or any Group Companyrelating to oral liquid pharmaceuticals.

 

2.30                           **“RestrictedClient”** means any person who, on the date of termination of theExecutive’s employment or at any time during the 12 month period immediatelyprior to the date of termination, was a client or customer of the Company orany Group Company and with whom during the 12 month period prior to the terminationof the Executive’s employment the Executive shall have had business dealings.

 

2.31                           **“SecuritiesExchange Act”**means the United States Securities Exchange Act of1934, as amended.

 

2.32                           **“ServiceMultiple”**shall have the meaning ascribed to it in Section 7.4(c).

 

2.33                           **“SeveranceBenefits”**means the payment of severance compensation as provided inSections 7.4 and 7.6 herein, and not payable due to a Change in Control ofthe Company.

 

2.34                           **“SuccessorCompany”**shall have the meaning ascribed to it in Section 9.1.

 

2.35                           **“Term”**shallmean that period of time commencing on the Effective Date and ending on theEffective Date of Termination.

 

## **Article 3**. Position and Responsibilities

 

3.1                                 Duringthe term of this Agreement, the Executive agrees to serve as Managing Directorof the Company or in such other position which Executive shall agree to acceptor to which Executive shall be promoted during the Term and Executive shallreport directly to the Executive Vice President of BTG or such other positionwhich is at a higher position or level in BTG than the Executive and as shallbe determined by the Chief Executive Officer of BTG in his sole discretion, andshall maintain the level of duties and responsibilities as in effect as of theEffective Date, or such higher level of duties and responsibilities asExecutive may be assigned during the Term (the “Position”).   It is currently anticipated that theExecutive will also be appointed as Executive Officer in the role of SeniorVice President of Bio-Technology General Corporation, an Affiliate of theCompany in which capacity he shall report directly to the Executive VicePresident of BTG.

 

3.2                                 Itis agreed to treat the Executive’s period of continuous employment with theCompany as commencing on 1 August 2001.

 

3.3                                 TheExecutive agrees:

 

(A)                              thatthe Board may, in its absolute discretion, require the Executive not to renderall or any of his duties under this Agreement and/or exclude him from anypremises of the Company or of any Group Company (without providing a reasontherefor) and;

 

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(B)                                thatsuch action taken on the part of the Company shall not constitute a breach ofthis Agreement of any kind whatsoever in respect of which the Executive has anyclaim against the Company

 

provided alwaysthat throughout the period of any such action, the Executive’s salary andcontractual benefits shall not cease to be payable by reason thereof (unlessand until this Agreement shall be terminated).

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## **Article 4**. Standard of Care and Mobility

 

4.1                                 Duringthe term of this Agreement, the Executive agrees to devote substantially hisfull working time, attention, and energies to the Company’s business and shallnot be engaged in any other business activity, whether or not such business activityis pursued for gain, profit, or other pecuniary advantage unless such businessactivity is approved by the Compensation Committee (or, in the event theCompensation Committee ceases to exist, the Board).  However, subject to Article 11 herein and approval by theCompensation Committee (or the Board, as the case may be), the Executive mayserve as a director of other companies so long as such service is not injuriousto the Company or to any Group Company. Approval may be withdrawn at any time on reasonable notice.

 

4.2                                 TheExecutive shall work normal business hours which are 8.30 to 17.30 Monday toFriday inclusive and such additional hours as may be necessary in theperformance of his duties and powers under this Agreement.  The Executive agrees to be contactableduring weekends and vacations for urgent matters.  No overtime will be paid with respect to any hours worked by theExecutive outside normal business hours.

 

4.3                                 TheExecutive’s principal place of work at the Effective Date is Rosemont House,Yorkdale Industrial Park, Braithwaite Street, Leeds LS11 9WE.  The Executive will spend all his workingtime at the principal place of work except when traveling on business, or whenon vacation.  The Executive’s principalplace of work may be in such place or places as the Company or Group Companyshall reasonably require.

 

4.4                                 TheExecutive may be required to travel both inside and outside the United Kingdomon the business of the Company or any Group Company in the proper performanceof his duties from time to time.

 

## **Article 5**. Compensation

 

5.1                                 Asremuneration for all services to be rendered by the Executive during the termof this Agreement, and as consideration for complying with the covenantsherein, the Company shall pay and provide to the Executive those items setforth in Sections 5.2 through 5.8.

 

5.2                                 **Base Salary**.****TheCompany shall pay the Executive a Base Salary in an amount which shall beestablished from time to time by the Board of Directors of the Company or theBoard’s

 

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designee; provided,however, that such Base Salary shall not be less than ONE HUNDRED AND FORTYTHOUSAND GBP (GBP 140,000) per year.

 

(a)          This Base Salary shallbe paid to the Executive in equal installments throughout the year, consistentwith the normal payroll practices of the Company.

 

(b)         The Base Salary shall bereviewed at least annually following the Effective Date of this Agreement,while this Agreement is in force, to ascertain whether, in the judgment of theBoard or the Board’s designee, such Base Salary should be increased based onthe performance (and any other relevant factors) of the Executive during theyear but there shall be no obligation on the Company to increase such salary.  If so increased, the Base Salary as statedabove shall, likewise, be increased for all purposes of this Agreement andshall not, in any event, be decreased in any year.

 

5.3                                 **Annual Bonus**.****Inaddition to his Base Salary, the Executive shall be entitled to participate inBTG’s annual short-term incentive program; as such program may exist from timeto time, at a level commensurate with the Position.  The percentage of Base Salary targeted as annual short-termincentive compensation shall be established for the Position by BTG’sCompensation Committee in its sole discretion (the “targeted Annual Bonusaward”). The Executive acknowledges that the amount of annual short-termincentive, if any, to be awarded shall be at the sole discretion of BTG’sCompensation Committee, may be less or more than the targeted Annual bonusaward, and will be based on a number of factors set in advance by theCompensation Committee for each calendar year, including the Company’s andGroup Company’s performance and the Executive’s individual performance. Nothingin this Section 5.3 shall be construed as obligating the Company, BTG or theBoard to refrain from changing, and/or amending the short-term incentiveprogram, so long as such changes are equally applicable to all executiveemployees in BTG.

 

5.4                                 **Long-Term Incentives**.****TheExecutive shall be eligible to participate in BTG’s long-term incentive plan,as such shall be amended or superseded from time to time provided, however,that nothing in this Section 5.4 shall be construed as obligating the Company,BTG or the Board to refrain from changing, and/or amending the long-termincentive plan, so long as such changes are equally applicable to all executiveemployees in BTG.

 

5.5                                 **RetirementBenefits**.****The Company shall provide to the Executiveparticipation in any BTG qualified defined benefit and defined contributionretirement plans as may be established during the term of this Agreement;provided, however, that nothing in this Section 5.5 shall be construed asobligating the Company, BTG or the Board to refrain from changing, and/oramending the nonqualified retirement programs, so long as such changes areequally applicable to all executive employees in BTG.

 

5.6                                 **EmployeeBenefits**.****During the Term, and as otherwise providedwithin the provisions of each of the respective plans, the Company shallprovide to the Executive all benefits to which other executives and employeesof BTG are entitled to receive, as commensurate with the Position, subject tothe eligibility requirements and other provisions of such arrangements asapplicable to executives of BTG generally.

 

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(a)          Such benefits shallinclude, but shall not be limited to, group term life insurance, comprehensivehealth and major medical insurance, dental and life insurance,and short-term and long-term disability insurance.

 

(b)         The Executive shalllikewise participate in any additional benefit as may be established during theterm of this Agreement, by standard written policy of BTG.

 

5.7                                 **Vacation.**  The Company’s holiday year commences on 1January and expires on 31 December (the “Holiday Year”).  The Executive shall be entitled to 25 dayspaid vacation in addition to English statutory and bank holidays, during eachHoliday Year as shall be approved by the Executive Vice President of BTG inadvance; provided, however, that without prior written approval, Executive maycarry forward into the next year no more than ten (10) unused vacation daysfrom the current Holiday Year.

 

For the purposes ofcalculation of holiday entitlement, holiday entitlement shall be taken toaccrue at the rate of 2.08 days per completed month in a Holiday Year andpayments in lieu of or deductions with respect to holidays shall be calculatedas 1/365th of the Executive’s salary for each day’s holiday.

 

5.8                                 **Perquisites**.****TheCompany shall provide to the Executive, at the Company’s expense, all perquisites which the Board may determinefrom time to time to provide; provided, however, that nothing in thisSection 5.8 shall be construed as obligating the Company, BTG or the Board torefrain from changing, and/or amending the perquisite program, so long as suchchanges are equally applicable to all executive employees in BTG.

 

5.9                                 **RelocationCosts.**The Company will pay reasonable relocation costs (up to£8,000), associated with any such relocation to Leeds from Brussels providedalways that Inland Revenue rules relating to eligibility are met.  This will include the cost of the Companypaying the reasonable cost of apartment accommodation for the Executive, untilthe earlier of 30 May 2003 or the relocation of the Executive and his familyfrom Brussels to Leeds, provided this costs the Company no more than £900 permonth.  The Company would expect allcosts to be incurred within a reasonable period of time but, in any event, theCompany will not reimburse any such costs incurred after 5 April 2004 (fortaxation reasons).

 

5.10                           **Right toChange Plans**. The Company and BTG shall not be obligated to institute, maintain, or refrain fromchanging, amending, or discontinuing any benefit plan, program, or perquisite,so long as such changes are equally applicable to all executive employees inBTG.

 

## **Article 6**. Expenses

 

6.1                                 Uponpresentation of appropriate documentation, the Company shall pay, or reimbursethe Executive for all ordinary and necessary expenses, in a reasonable amount,which the Executive incurs wholly, exclusively and necessarily in performinghis duties under this Agreement including, but not limited to, travel,entertainment, professional dues and

 

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subscriptions, and alldues, fees, and expenses associated with membership in various professional,business, and civic associations and societies.

 

## **Article 7**. Employment Terminations

 

7.1                                 **Termination Dueto Death**.****In the event the Executive’s employment isterminated while this Agreement is in force by reason of death, the Company’sobligations under this Agreement shall immediately expire. Notwithstanding theforegoing, the Company shall be obligated to pay to the Executive thefollowing:

 

(a)          Base Salary through theEffective Date of Termination;

 

(b)         An amount equal to theExecutive’s unpaid targeted Annual Bonus award, established for the fiscalyear in which such termination is effective, multiplied by a fraction, thenumerator of which is the number of completed days in the then-existing fiscalyear through the Effective Date of Termination, and the denominator of which isthree hundred sixty-five (365);

 

(c)          All outstandinglong-term incentive awards shall be subject to the treatment provided under theapplicable long-term incentive plan of the Company;

 

(d)         Accrued but unusedvacation pay through the Effective Date of Termination; and

 

(e)          All other rights andbenefits the Executive is vested in, pursuant to other plans and programs ofthe Company.

 

(f)            The benefits describedin Sections 7.1(a) and (d) shall be paid in cash to the Executive in a singlelump sum as soon as practicable following the Effective Date of Termination,but in no event beyond thirty (30) days from such date. All other payments dueto the Executive upon termination of employment, including those in Sections7.1(b) and (c), shall be paid in accordance with the terms of such applicableplans or programs.

 

(g)         With the exception of thecovenants contained in Articles 9 and 16 and Sections 7.1(g), 15.3, 15.5and 15.7 herein (which shall survive such termination), the Company and theExecutive thereafter shall have no further obligations under this Agreement.

 

7.2                           **TerminationDue to Disability.**  In theevent that the Executive becomes Disabled during the term of this Agreement andis, therefore, unable to perform his duties herein for more thanone hundred eighty (180) total calendar days during any period of twelve(12) consecutive months, or in the event of the Board’s reasonable expectationthat the Executive’s Disability will exist for more than a period of onehundred eighty (180) calendar days, the Company shall have the right toterminate the Executive’s active employment as provided in this Agreement.

 

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(a)          The Board shall deliverwritten notice to the Executive of the Company’s intent to terminate forDisability at least thirty (30) calendar days prior to the Effective Date ofTermination.

 

(b)         Such Disability to bedetermined by the Board of Directors of the Company upon receipt of and inreliance on competent medical advice from one (1) or more individuals, selectedby the Board, who are qualified to give such professional medical advice.  The Executive shall submit himself to amedical examination by a doctor appointed by the Company at the request of theBoard, at the expense of the Company, at any time during the continuance ofthis Agreement, whether or not the Executive is absent by reason of sickness,injury or other incapacity.  Subject tocompliance by the Company with the Access to Medical Reports Act 1988 (ifapplicable) the Executive hereby authorizes the Company pursuant to the Accessto Medical Reports Act 1988 to have unconditional access to any report orreports (including copies thereof) prepared as a result of any such examinationas the Board may from time to time require.

 

(c)          A termination forDisability shall become effective upon the end of the notice period. Upon theEffective Date of Termination, the Company’s obligations under this Agreementshall immediately expire.

 

(d)         Notwithstanding theforegoing, the Company shall be obligated to pay to the Executive thefollowing:

 

(1)          Base Salary through theEffective Date of Termination;

 

(2)          An amount equal to theExecutive’s unpaid targeted Annual Bonus award, established for the fiscalyear in which the Effective Date of Termination occurs, multiplied by afraction, the numerator of which is the number of completed days in thethen-existing fiscal year through the Effective Date of Termination, and thedenominator of which is three hundred sixty-five (365);

 

(3)          All outstandinglong-term incentive awards shall be subject to the treatment provided under theapplicable long-term incentive plan of BTG;

 

(4)          Accrued but unusedvacation pay through the Effective Date of Termination; and

 

(5)          All other rights andbenefits the Executive is vested in, pursuant to other plans and programs ofthe Company.

 

(e)          The benefits describedin Sections 7.2(d)(1) and (d)(4) shall be paid in cash to the Executive in asingle lump sum as soon as practicable following the Effective Date ofTermination, but in no event beyond thirty (30) days from such date. All otherpayments due to the Executive upon termination of employment, including thosein Sections 7.2(d)(2) and (d)(3), shall be paid in accordance with the terms ofsuch applicable plans or program.

 

(f)            With the exception ofthe covenants contained in Articles 8, 9, 11, and 16 and Sections 7.2(e), 15.3,15.5 and 15.7 herein (which shall survive such termination), the Company andthe Executive thereafter shall have no further obligations under thisAgreement.

 

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(g)         Notwithstanding anythingherein to the contrary, the Company’s payment obligations under this Section7.2 shall be offset by any amounts that the Company is required to pay to theExecutive under a national statutory severance program or legal claim relatingto the termination applicable to such Executive such payment being in full andfinal settlement of any claim the Executive may have.

 

7.3                                 **VoluntaryTermination by the Executive**. The Executive may terminate thisAgreement at any time by giving Notice of Termination to the Board of Directorsof the Company, delivered at least ninety (90) calendar days prior to theEffective Date of Termination.

 

(a)          The terminationautomatically shall become effective upon the expiration of the notice period.Notwithstanding the foregoing, the Company may waive the notice period;however, the Executive shall be entitled to receive all elements ofcompensation described in Sections 5.1 through 5.6 for the ninety (90) daynotice period, subject to the eligibility and participation requirements of anyqualified retirement plan.

 

(b)         Upon the Effective Dateof Termination, following the expiration of the notice period, the Companyshall pay the Executive his full Base Salary and accrued but unused vacationpay, at the rate then in effect, through the Effective Date of Termination,plus all other benefits to which the Executive has a vested right at that time(for this purpose, the Executive shall not be paid any Annual Bonus withrespect to the fiscal year in which voluntary termination under this Sectionoccurs).

 

(c)          With the exception ofthe covenants contained in Articles 8, 9, 11, and 16 and Sections 15.3, 15,5and 15.7, herein (which shall survive such termination), the Company and theExecutive thereafter shall have no further obligations under this Agreement.

 

7.4                                 **InvoluntaryTermination by the Company without Cause**. At all times during theTerm, the Chief Executive Officer of the Company may terminate the Executive’semployment for reasons other than death, Disability, or for Cause, by providingto the Executive a Notice of Termination, at least sixty (60) calendar days(or, if greater, the statutory minimum period) prior to the Effective Date ofTermination; provided, however, that such notice shall not preclude the Companyfrom requiring Executive to leave the Company immediately upon receipt of suchnotice.

 

(a)          Such Notice ofTermination shall be irrevocable absent express, mutual consent of the parties.

 

(b)         Upon the Effective Dateof Termination (not a Qualifying Termination), following the expiration of thesixty (60) (or greater) day notice period, the Company shall pay and provide tothe Executive:

 

(1)          An amount equal to theService Multiple times the Executive’s annual Base Salary established for thefiscal year in which the Effective Date of Termination occurs;

 

(2)          An amount equal to theService Multiple times the Executive’s targeted Annual Bonus award establishedfor the fiscal year in which the Effective Date of Termination occurs;provided, however, that no payment shall be made under this

 

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Section 7.4(b)(2)if the Effective Date of Termination is less than eighteen (18) months afterthe Employment Date;

 

(3)          A continuation of thewelfare benefits of health care, life and accidental death and dismemberment,and disability insurance coverage (or if continuation under the Company’s orBTG’s then current plans is not allowed, then provision at the Company’sexpense but subject to payment by Executive of those payments which Executivewould have been obligated to make under the Company’s or BTG’s then currentplan, of substantially similar welfare benefits from one or more third partyproviders) after the Effective Date of Termination for a number of months equalto the Service Multiple times twelve (12). These benefits shall be provided to the Executive at the same coveragelevel as in effect as of the Effective Date of Termination, and at the samepremium cost to the Executive that was paid by the Executive at the time suchbenefits were provided. However, in the event the premium cost and/or level ofcoverage shall change for all employees of the Company, or for managementemployees with respect to supplemental benefits, the cost and/or coveragelevel, likewise, shall change for the Executive in a corresponding manner. Thecontinuation of these welfare benefits shall be discontinued if prior to theexpiration of the period, the Executive has available similar benefits at acomparable cost to the Executive from a subsequent employer, as determined bythe Compensation Committee (or, in the event the Compensation Committee ceasesto exist, the Board);

 

(4)          All outstandinglong-term incentive awards shall be subject to the treatment provided under theapplicable long-term incentive plan of BTG;

 

(5)          An amount equal to theExecutive’s unpaid Base Salary and accrued but unused vacation pay through theEffective Date of Termination; and

 

(6)          All other benefits towhich the Executive has a vested right at the time, according to the provisionsof the governing plan or program.

 

(c)          For the purposes of thisSection 7.4, the term “Service Multiple” shall be equal to:-

 

(1)   if the Effective Date of Termination is 31December 2004 or before, the quotient resulting from a formula the numerator ofwhich is the lesser of (a) full number of completed months that have elapsedsince the Employment Date (but not less than six (6) months) and (b) eighteen(18) and the denominator of which is twelve; or

 

(2)   if the Effective Date of Termination is laterthan 31 December 2004, the quotient resulting from a formula the numerator ofwhich is the lesser of (a) full number of completed months that have elapsedsince the Employment Date (but not less than six (6) months) and (b) twelve(12) and the denominator of which is twelve.

 

(d)         In the event that theBoard terminates the Executive’s employment without Cause on or after the dateof the announcement of the transaction that leads to a CIC, the Executive shallbe entitled to the CIC Severance Benefits as provided in Section 8.3 inlieu of the Severance Benefits outlined in this Section 7.4.

 

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(e)          Payment of all of thebenefits described in Section 7.4(b)(1) shall be paid in cash to the Executivein equal bi-weekly installments over a period of consecutive months equal tothe Service Multiple times twelve (12) and beginning on the fifteenth day ofthe month following the month in which the Effective Date of Terminationoccurs.

 

(f)            Payment of all butforty thousand dollars ($40,000) of the benefits described inSection 7.4(b)(2) shall be paid in cash to the Executive in a single lumpsum as soon as practicable following the Effective Date of Termination, but inno event beyond thirty (30) days from such date.  The forty thousand dollars ($40,000) which was withheld shall bepaid in cash to the Executive in a single lump sum at the end of the twelve(12) month restrictive period set forth in Sections 11.2, 11.3 and 11.4 of thisAgreement, conditional on the continued compliance with the restrictivecovenants.

 

(g)         Except as specificallyprovided in Section 7.4(e) and (f), all other payments due to the Executiveupon termination of employment shall be paid in accordance with the terms ofsuch applicable plans or programs.

 

(h)         With the exception of thecovenants contained in Articles 8, 9, 10, 11, 12 and 16 and Sections 7.4, 15.3,15.5  and 15.7 (which shall survive suchtermination), the Company and the Executive thereafter shall have no furtherobligations under this Agreement.

 

(i)             Notwithstandinganything herein to the contrary, the Company’s payment obligations under thisSection 7.4 shall be offset by any amounts that the Company is required to payto the Executive under a national statutory severance program or legal claimrelating to the termination applicable to such Executive such payment being infull and final settlement of any claim the Executive may have.

 

**7.5****                               Terminationfor Cause**. Nothing in this Agreement shall be construed to prevent theBoard from terminating the Executive’s employment under this Agreement forCause.

 

In the event this Agreement is terminated by the ChiefExecutive Officer of BTG for Cause, the Company shall pay the Executive hisBase Salary and accrued vacation pay through the Effective Date of Termination,and the Executive shall immediately thereafter forfeit all rights and benefits(other than vested benefits) he would otherwise have been entitled to receiveunder this Agreement. The Company and the Executive thereafter shall have nofurther obligations under this Agreement with the exception of the covenantscontained in Articles 9, 10, 11, and 16 and Sections 15.3, 15,5 and 15.7 herein(which shall survive such termination).

 

7.6                           **Terminationfor Good Reason**.****Except where Section 2.21(d) isapplicable, this Section 7.6 shall only become effective when at least twelve(12) months have elapsed since the Employment Date.  The Executive shall have sixty (60) days from the date he learnsof action taken by the Company that may allow the Executive to terminate hisemployment for Good Reason to provide the Board with a Remedial Notice.

 

(a)          The Remedial Notice mustset forth in reasonable detail the facts and circumstances claimed to provide abasis for such Good Reason termination.

 

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(b)         The Company shall havethirty (30) days to cure such Company action (the “Remedial Period”) followingreceipt of the Remedial Notice.

 

(c)          If the Company curessuch Company action within the Remedial Period, the Executive’s employment willnot terminate for Good Reason, the Executive’s employment will continue and theExecutive shall not be entitled to the payments outlined at 7.6(g)(1) below.

 

(d)         If the Company fails tocure such Company action within the Remedial Period, the Executive shall havefourteen (14) days from the end of the Remedial Period to provide the Boardwith a Notice of Termination.  TheNotice of Termination must set forth in reasonable detail the facts andcircumstances claimed to provide a basis for such Good Reason termination andshall be delivered at least thirty (30) days prior to the Effective Date ofTermination.

 

(e)          For the avoidance ofdoubt, any termination by the Executive where there may be Good Reason butwhere this procedure is not followed, will result in the provisions of section7.3 applying and the Executive not being entitled to the payments outlinedwithin this Section 7.6.

 

(f)            The Executive isrequired to continue his employment for the notice period following the date onwhich he provided the Notice of Termination to the Board. The Company may waivethe notice period; however, the Executive shall be entitled to receive allelements of compensation described in Sections 5.1 through 5.6 for the noticeperiod, subject to the eligibility and participation requirements of anyqualified retirement plan.

 

(g)         Upon a termination of theExecutive’s employment for Good Reason, and following the expiration of thenotice period, the Company shall pay and provide to the Executive thefollowing:

 

(1)          An amount equal toone-and-one-half (1.5) times the Executive’s annual Base Salary established forthe fiscal year in which the Effective Date of Termination occurs;

 

(2)          An amount equal toone-and-one-half (1.5) times the Executive’s targeted Annual Bonus awardestablished for the fiscal year in which the Effective Date of Terminationoccurs;

 

(3)          A continuation of thewelfare benefits of health care, life and accidental death and dismemberment,and disability insurance coverage for one-and-one-half (1.5) years after theEffective Date of Termination (or if continuation under the Company’s thencurrent plans is not allowed, then provision at the Company’s expense butsubject to payment by Executive of those payments which Executive would havebeen obligated to make under the Company’s then current plan, of substantiallysimilar welfare benefits from one or more third party providers). Thesebenefits shall be provided to the Executive at the same coverage level, as ineffect as of the Effective Date of Termination and at the same premium cost tothe Executive that was paid by the Executive at the time such benefits wereprovided. However, in the event the premium cost and/or level of coverage shallchange for all employees of the Company, or for management employees withrespect to supplemental benefits, the

 

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cost and/orcoverage level, likewise, shall change for the Executive in a correspondingmanner. The continuation of these welfare benefits shall be discontinued priorto the end of the one-and-one-half (1.5) year period in the event the Executivehas available substantially similar benefits at a comparable cost to theExecutive from a subsequent employer, as determined by the CompensationCommittee (or, in the event the Compensation Committee ceases to exist, theBoard);

 

(4)          All outstandinglong-term incentive awards shall be subject to the treatment provided under theapplicable long-term incentive plan of BTG;

 

(5)          An amount equal to theExecutive’s unpaid Base Salary and accrued but unused vacation pay through theEffective Date of Termination; and

 

(6)          All other benefits towhich the Executive has a vested right at the time, according to the provisionsof the governing plan or program.

 

(e)          In the event oftermination of Executive’s employment for Good Reason on or after the date ofthe announcement of the transaction which leads to the CIC and up totwenty-four (24) months following the date of the CIC, the Executive shall beentitled to the CIC Severance Benefits as provided in Section 8.3 in lieuof the Severance Benefits outlined in this Section 7.6(g) but shall still berequired to follow the procedure set forth in Section 7.6(a) to (e) as acondition of such entitlement.

 

(f)            The Executive’s rightto terminate employment for Good Reason shall not be affected by theExecutive’s incapacity due to physical or mental illness unless such incapacityis determined to constitute a Disability as provided herein.

 

(g)         Payment of all but fortythousand dollars ($40,000) of the benefits described in Section 7.6(g)(1)and payment of all of the benefits described in Section 7.6(g)(2) shall be paidin cash to the Executive in a single lump sum as soon as practicable followingthe Effective Date of Termination, but in no event beyond thirty (30) days fromsuch date. The forty thousand dollars ($40,000) which was withheld shall bepaid in cash to the Executive in a single lump sum at the end of thetwelve (12) month restrictive period set forth in Sections 11.2 and 11.3of this Agreement, conditional on the continued compliance with the restrictivecovenants.

 

(h)         Except as specificallyprovided in Section 7.6(g), all other payments due to the Executive upontermination of employment shall be paid in accordance with the terms of suchapplicable plans or programs.

 

(i)             Notwithstandinganything herein to the contrary, the Company’s payment obligations under thissection 7.6 shall be offset by any amounts that the Company is required to payto the Executive under a national statutory severance program or legal claimrelating to the termination applicable to such Executive such payment being infull and final settlement of any claim the Executive may have*.*

 

(j)             With the exceptionsof the covenants contained in Articles 8, 9, 10, 11, 12 and 16 and Sections7.6, 15.3, 15.5 and 15.7 (which shall survive such termination) herein, the

 

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Company and the Executive thereafter shall have nofurther obligations under this Agreement.

 

7.7                           **Return ofCompany Property on Termination.** Upon termination of the Executive’s employment with the Company orwhen the Executive is under notice of termination and the Company exercises itsrights under section 3.3 above, he shall immediately deliver up to the Companyor its authorized representative any property of the Company or any other GroupCompany which may be in his possession, custody or under his control,including, without limitation, the Company car, the company car keys, minutes,memoranda, correspondence, notes, records, reports, sketches, plans or otherdocuments and any copies thereof, whether or not the property was originallysupplied to him by the Company or any other Group Company.

 

## **Article 8**. Change in Control

 

8.1                                 **EmploymentTermination Following a Change in Control**.****The Executive shall beentitled to receive from the Company CIC Severance Benefits if a Notice ofTermination for a Qualifying Termination of the Executive has been delivered;provided, that:

 

(a)          The Executive shall notbe entitled to receive CIC Severance Benefits if he is terminated for Cause (asprovided in Section 7.5 herein), or if his employment with the Company ends dueto death, or Disability, or due to voluntary termination of employment by theExecutive without Good Reason.

 

(b)         CIC Severance Benefitsshall be paid in lieu of all other benefits provided to the Executive under theterms of this Agreement.

 

8.2                           **QualifyingTermination**.****The occurrence of any one or more of thefollowing events on or after the date of the announcement of the transactionwhich leads to the CIC and up to twenty-four (24) months following the date ofthe CIC shall trigger the payment of CIC Severance Benefits to the Executiveunder this Agreement:

 

(a)          An involuntarytermination of the Executive’s employment by the Company for reasons other thanCause, death, or Disability, as evidenced by a Notice of Termination deliveredby the Company to the Executive;

 

(b)         A voluntary terminationby the Executive for Good Reason as evidenced by a Notice of Terminationdelivered to the Company by the Executive;

 

8.3                                 **SeveranceBenefits Paid upon a Qualifying Termination**.****In the event the Executivebecomes entitled to receive CIC Severance Benefits, the Company shall pay tothe Executive and provide him the following:

 

(a)   An amount equal to two (2)****timesthe Executive’s annual Base Salary established for the fiscal year in which theEffective Date of Termination occurs;

 

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(b)   An amount equal to two (2)****timesthe Executive’s targeted Annual Bonus award established for the fiscal year inwhich the Executive’s Effective Date of Termination occurs;

 

(c)   An amount equal to the Executive’s unpaidBase Salary and accrued but unused vacation pay through the Effective Date ofTermination;

 

(d)   All outstanding long-term incentive awardsshall be subject to the treatment provided under the applicable long-termincentive plan of the Company;

 

(e)   A continuation of the welfare benefits ofhealth care, life and accidental death and dismemberment, and disabilityinsurance coverage for two (2)****full years after the Effective Date ofTermination (or if continuation under the Company’s then current plans is notallowed, then provision at the Company’s expense but subject to payment byExecutive of those payments which Executive would have been obligated to makeunder the Company’s then current plan, of substantially similar welfarebenefits from one or more third party providers).

 

(1)                                  Thesebenefits shall be provided to the Executive at the same coverage level, as ineffect as of the Effective Date of Termination or, if greater, as in effectsixty (60) days prior to the date of the Change in Control, and at the samepremium cost to the Executive which was paid by the Executive at the time suchbenefits were provided.

 

(2)                                  Inthe event the premium cost and/or level of coverage shall change for allemployees of the Company, or for management employees with respect tosupplemental benefits, the cost and/or coverage level, likewise, shall changefor the Executive in a corresponding manner.

 

(3)                                  Thecontinuation of these welfare benefits shall be discontinued prior to the endof the****two-yearperiod in the event the Executive has available substantially similar benefitsat a comparable cost to the Executive from a subsequent employer, as determinedby the Compensation Committee (or, in the event the Compensation Committeeceases to exist, the Board).

 

8.4                                 **Form andTiming of Severance Benefit**. Payment of all of the benefitsdescribed in Sections 8.3(a) through (c) shall be paid in cash to the Executivein a single lump sum as soon as practicable following the Effective Date ofTermination, but in no event beyond thirty (30) days from such date. All otherpayments due to the Executive upon termination of employment shall be paid inaccordance with the terms of such applicable plans or programs.

 

8.5                                 Withthe exceptions of the covenants contained in Articles 8, 9, 10, 11, 12 and 16and Sections 15.3, 15,5  and 15.7 (whichshall survive such termination) herein, the Company and the Executivethereafter shall have no further obligations under this Agreement.

 

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## **Article 9**. Assignment

 

9.1                                 **Assignmentby Company**.****This Agreement may and shall be assignedor transferred to, and shall be binding upon and shall inure to the benefit ofany Successor Company, with Successor Company for purposes of this Agreementbeing defined as a company that (i) acquires greater than fifty percent (50%)of the assets of the Company or (ii) acquires greater than fifty percent (50%)of the outstanding stock of the Company, or (iii) is the surviving entity inthe event of a CIC and as a result becomes the employer of the Executive.

 

(a)          Any such SuccessorCompany shall be deemed substituted for all purposes of the “Company” under theterms of this Agreement.

 

(b)         Failure of the SuccessorCompany to honor the terms of this Agreement shall immediately entitle theExecutive to benefits in the same amount and on the same terms as the Executivewould be entitled to receive in the event of a termination of employment forGood Reason as provided in Section 7.6 (failure not related to a Change inControl) or Section 8.3 (if the failure of assignment follows or is inconnection with a Change in Control).

 

(c)          Except as hereinprovided, this Agreement may not otherwise be assigned by the Company.

 

9.2                                 **Assignmentby Executive**.****This Agreement shall inure to the benefitof and be enforceable by the Executive’s personal or legal representatives,executors, administrators, successors, heirs, distributees, devisees, andlegatees.

 

(a)          If the Executive dieswhile any amount would still be payable to him pursuant to this Agreement hadhe continued to live, all such amounts, unless otherwise provided herein, shallbe paid in accordance with the terms of this Agreement, to the Executive’sBeneficiary.

 

(b)         If the Executive has notnamed a Beneficiary, then such amounts shall be paid to the Executive’sdevisee, legatee, or other designee, or if there is no such designee, to theExecutive’s estate.

## ** **

## **Article 10**. Notice

 

10.1                           **Notice**.****Anynotices, requests, demands, or other communications provided by this Agreementshall be sufficient if in writing and if sent by registered or certifiedmail to the Executive at the last address he has filed in writing with theCompany or, in the case of the Company, at its principal offices to theattention of the General Counsel.

 

## **Article 11**. Confidentiality and Non-competition

 

11.1                           **Disclosure ofInformation**.****The Executive recognizes that he hasaccess to and knowledge of confidential and proprietary information of theCompany that is essential to the

 

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performance of his dutiesunder this Agreement. The Executive acknowledges that the following restraint,on which he has had the opportunity to take independent legal advice, arenecessary for the reasonably protection by the Company of its business or thebusiness of the Group, the clients thereof or their respective affairs:-

 

The Executive will not, during and for five (5) yearsafter the term of his employment by the Company, in whole or in part, disclosesuch information to any person, firm, corporation, association, or other entityfor any reason or purpose whatsoever, nor shall he make use of any suchinformation for his own purposes, so long as such information has not otherwisebeen disclosed to the public or is not otherwise in the public domain except asrequired by law or pursuant to administrative or legal process.

 

Nothing in this Agreementshall preclude the Executive from making a protected disclosure in accordancewith the provisions set out in the Employment Rights Act 1996.

 

11.2                           **CovenantsRegarding Other Employees**. The Executive shall not during the twelve (12*)* month period after thedate of termination of his employment, except in the event of a wrongfultermination by the Company, either on his own account or in conjunction with oron behalf of any other person, solicit or entice away or endeavor to solicit orto entice away or assist any other person whether by means of the supply ofnames or expressing views on suitability or otherwise howsoever to solicit orentice away from the Company or any Group Company any individual who is asenior employee or director of the Company or any Group Company and with whomduring the 24 month period prior to the termination of the Executive’semployment, the Executive has had business dealings whether or not any suchperson would commit a breach of contract by reason of his leaving service.

 

11.3                           **CovenantsRegarding Restricted Clients and Prospective Clients**

 

(A)                               TheExecutive shall not during the six (6) month period after the date oftermination of his employment, except in the event of a wrongful termination bythe Company, either on his own account or in conjunction with or on behalf ofany other person, solicit, interfere with the Company’s or any Group Company’srelationship with or entice away or attempt to solicit, interfere with the Company’sor any Group Company’s relationship with or entice away any person who is aRestricted Client or Prospective Client provided always that nothing containedin this article shall be deemed to prohibit the seeking or doing of businessnot in direct or indirect competition with the Restricted Business.

 

(B)                                 TheExecutive shall not during the six (6) month period after the date oftermination of his employment, except in the event of a wrongful termination bythe Company, either on his own account or in conjunction with or on behalf ofany other person, have business dealings directly or indirectly with any personwho is a Restricted Client or Prospective Client provided always that nothingcontained in this article shall be deemed to prohibit the seeking or doing ofbusiness not in direct or indirect competition with the Restricted Business.

 

11.4                           **CovenantsRegarding Competition with the Company**.  The Executive shall not during the three (3) month period afterthe date of the termination of his employment, except in the event of awrongful termination by the Company, be engaged, concerned or interested,either directly or indirectly in any capacity in any trade or business oroccupation whatsoever which 

 

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would, or mightreasonably be considered to, compete with the Restricted Business, thisrestriction to be limited to geographical regions with which the Executive hadany responsibility for or involvement with on behalf of the RestrictedBusiness.

 

11.5                           TheExecutive hereby covenants with the Company in terms identical to thosecontained in articles 11.2, 11.3 and 11.4, save that the reference to thetermination of the Executive’s employment shall refer to the termination of theExecutive’s employment for any reason whatsoever whether lawful or wrongful.

 

11.6                           Theperiods specified in this article shall each be reduced by the duration of anyperiod immediately prior to the date of termination during which the Company,in exercising its rights under the provisions of article 3.3 suspends theExecutive from performance of his duties.

 

11.7                           Each ofthe restrictions in this article 11 shall be construed as a separate andindependent restriction and if one or more of the restrictions is found to bevoid or unenforceable, the validity of the remaining restrictions shall not beaffected.

 

11.8                           Therestrictions contained in article 11.2, 11.3 and 11.4, on which the Executivehas had the opportunity to take independent legal advice are consideredreasonable by the parties, and necessary for the protection of the legitimateinterests of the Company but if any such restriction shall be found to be voidor voidable but would be valid and enforceable if some part of some partsthereof were deleted, such restriction shall apply with such modification asmay be necessary to make it valid and enforceable.

 

11.9                           Withoutprejudice to article 11.8, if any restriction is found by any court or othercompetent authority to be void or unenforceable the parties shall negotiate ingood faith to replace such void or unenforceable restriction with a validrestriction which, as far as possible, has the same legal and commercial effectas that which it replaces

 

## **Article 12**. Outplacement Assistance

 

12.1                           Following a termination of employment by theCompany, other than for Cause, the Executive shall be reimbursed by the Companyfor the costs of all outplacement services obtained by the Executive within thetwo (2) year period after the Effective Date of Termination or until theExecutive secures a new job, whichever is the sooner; provided, however, thatthe total reimbursement shall be limited to an amount equal to twenty percent(20%) of the Executive’s Base Salary as of the effective date of termination.

 

**Article13****. Directorships**

 

13.1                           The Executiveshall accept appointment as a director of the Company and of any such GroupCompany or other company as the Board may require in connection with hisappointment under this Agreement and he shall resign without claim forcompensation from office as a director of any such company at any time onrequest by the Company, which resignation shall not affect the continuance inany way of this Agreement.  TheExecutive shall immediately account to the Company for any director’s fees orother emoluments,

 

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remuneration or payments either receivable or receivedby him by virtue of his holding office as such director as aforesaid (or waiveany right to the same if so required by the Company).

 

13.2                           Uponthe termination of the Executive’s employment with the Company however arisingand for whatsoever reason the Executive shall, upon the request of the Board,resign without claim for compensation (but without prejudice to any claim hemay have for damages for breach of this Agreement) from:

 

(A)                               officeas a director of the Company or of any Group Company or of any other company inwhich he holds a directorship at the Company’s request; and

 

(B)           from all offices held by him in anyor all of such companies; and

 

(C)                                 alltrusteeships held by him of any pension scheme or other trusts established bythe Company, any Group Company or any other company with whom the Executive hashad dealings as a consequence of his employment by the Company.

 

13.3                           Shouldthe Executive fail to resign from office as a director or from any other officeor trusteeship in accordance with articles 13.1 or 13.2, either during hisemployment, when so requested by the Company, or on termination thereof, theCompany is hereby irrevocably authorised to appoint a person in his name and onhis behalf to execute any documents and to do all things required to giveeffect to the resignation.

 

13.4                           Savewith the prior agreement in writing of the Board, the Executive shall not,during the continuance of this Agreement, resign from any office as a directorof the Company, any Group Company or of any other company in which he holds adirectorship at the Company’s request or do anything that would cause him to bedisqualified from continuing to act as a director.

 

## **Article 14**. Disciplinary and Grievance Procedure and SicknessProcedures

 

# **14.1**                           If the Executive is dissatisfiedwith any disciplinary decision, or if he wishes to seek redress for anygrievance relating to his employment, he should discuss the matter with theExecutive Vice President of BTG.  If theExecutive Vice President is unable to resolve this matter, the matter will bereferred to the Board whose determination shall be final.

 

## **14.2**                           There are no formaldisciplinary procedures applicable to the Executive’s employment, and,accordingly, any necessary disciplinary action which the Company may feelobliged to instigate will be dealt with primarily by the Chief ExecutiveOfficer and (if necessary) subsequently by the Board.

 

14.3                           TheExecutive’s employment by the Company is subject to the Company’s rulesrelating to sickness absence and sick pay.

 

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## **Article 15**. Miscellaneous

 

15.2                          **EntireAgreement**.****With the exception of the Company’sProprietary Information and Inventions Agreement previously executed byExecutive, this Agreement supersedes any prior agreements or understandings,oral or written, between the parties hereto or between the Executive and theCompany, with respect to the subject matter hereof, and constitutes the entireagreement of the parties with respect thereto.

 

15.2**                          Modification**.****ThisAgreement shall not be varied, altered, modified, canceled, changed, or in anyway amended except by mutual agreement of the parties in a written instrumentexecuted by the parties hereto or their legal representatives.

 

15.3                          **Severability**.****Inthe event that any provision or portion of this Agreement shall be determinedto be invalid or unenforceable for any reason, the remaining provisions of thisAgreement shall be unaffected thereby and shall remain in full force andeffect.

 

15.4                          **Counterparts**.****ThisAgreement may be executed in one (1) or more counterparts, each of which shallbe deemed to be an original, but all of which together will constitute one andthe same Agreement.

 

15.5                          **TaxWithholding**.****The Company will withhold from anypayments and/or benefits payable under this Agreement all taxes and nationalinsurance contributions which the Company is by law obliged to deduct.

 

15.6                          **Beneficiaries**.****Tothe extend allowed by law, any payments or benefits hereunder due to theExecutive at the time of his death shall nonetheless be paid or provided andthe Executive may designate one or more persons or entities as the primaryand/or contingent beneficiaries of any amounts to be received under thisAgreement. Such designation must be in the form of a signed writing acceptableto the Board or the Board’s designee. The Executive may make or change suchdesignation at any time.

 

15.7                          With theexception of the Company’s willful material breach of its payment obligationsunder Articles 7 and 8 of this Agreement, (provided, however that no suchbreach shall be deemed to have occurred until the Executive has provided theBoard with written notice of such breach and a reasonable opportunity forcure), the restrictive covenants contained in Article 11 are independent of anyother contractual obligation in this Agreement or otherwise owed by the Companyto the Executive.  Except as provided inthis paragraph, the existence of any claim of cause of action by Executiveagainst the Company, whether based on this Agreement or otherwise, shall notcreate a defense to the enforcement by the Company of any restrictive covenantcontained herein.

 

15.8                          **CollectiveAgreements.**There are no collective agreements currently in forcewhich affect, directly or indirectly the terms and conditions of theExecutive’s employment.

 

15.9                          Thisoffer and the Executive’s employment with the Company is conditional on theExecutive having the legal right to work in the United Kingdom.

 

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## **Article 16**. Governing Law

 

16.1         ThisAgreement shall be governed by, and construed in accordance with English Law.

 

16.2                          Inrelation to any legal action or proceedings arising out of or in connectionwith this Agreement (“Proceedings”), each of the parties irrevocably submits tothe exclusive jurisdiction of the English Courts and waives any objection toProceedings in such courts on the grounds of venue or on the grounds thatProceedings have been brought in an inappropriate forum.

 

**IN WITNESS WHEREOF**, the Company, throughits duly authorized representative, and the Executive have executed thisAgreement as of the Effective Date.

 
|   |   |   | Executive:                            |
|--------|--------|--------|---------------------------------------|
|   |   |   |                                  |
|   |   |   | /s/ Andre Groenewegen                 |   |
|   |   |   |                                  |
|   |   |   | Company:                              |
|   |   |   |                                  |
|   |   |   | **Rosemont  Pharmaceuticals Limited** |
|   |   |   |                                  |
|   |   |   | By:                                   | /s/ Robert M. Shaw |   |
|        |        |        |                                       |  |  |  |

 

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