Exhibit 10.1


 


SERVICE AGREEMENT


 


BETWEEN


 


CIBA-GEIGY PLC (“the Company”)


 


AND


 


MR. W HUNT (“the Employee”)


 


The Company and the Employee agree as follows:


 


1.     THE
Employee shall be employed by and shall serve the Company as Managing Director,
Ciba-Geigy Plastics or in such other capacity as shall be mutually agreed.


 


2.     THIS
Agreement shall come into operation on the 1st October 1990 and
shall remain in force until terminated by either party by twelve months notice
in writing to the other expiring on or at any time after the 30th September 1991,
unless terminated earlier in accordance with the disciplinary procedures
contained in the Staff Conditions of Employment.


 


3.


(a)           The
Employee shall receive an annual salary at the rate of £77,000 or at such
higher rate as may be notified to the Employee by the Company or as may from
time to time be agreed by the parties.


 


(b)           Except
in the events specified below the Employee shall be paid, in addition to his
annual salary, a bonus equal to 4 percent of the Employee’s basic monthly
salary at the date of payment multiplied by the number of full months service
with the Company completed by the Employee in the year in respect of which
payment is made.  The bonus shall be due
on the last pay day before Christmas Day or, if the Employee should leave
earlier, on the last pay day prior to the date of leaving.


 


It is expressly agreed that no bonus shall be due to the Employee in
the following events:


 


(i)            if
the Employee is dismissed for any reason which would constitute grounds for
fair dismissal at law;


 


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(ii)           if
the Employee voluntarily leaves the Company’s employment and fails to give the
Company the amount of notice specified in Clause 2 before doing so.


 


(c)           The
Company shall review the performance of the Employee in the month of December in
each year.  If it is satisfied on such
review that the Employee’s performance merits special recognition, it may at
its discretion in addition to any salary adjustment pay to the Employee a
performance bonus.  Any such payment
shall be made on the pay day for the month of January in the following
year.


 


(d)           The
Company shall make a company car available to the Employee.  The type of car and the conditions on which
the car is made available to the Employee shall be governed by the Company Car
Policy for the time being in force.


 


4.     DURING
the period of his employment the Employee:


 


(a)           shall
devote his attention to the business of the Company and shall not, without the
consent of the Company, be directly engaged, concerned or interested (otherwise
than as a stock or shareholder in a public limited company) in any other
business or employment whatsoever;


 


(b)           shall
use his best endeavors to improve and extend the business of the Company and in
this connection shall give all reasonable assistance to the Directors and
Managers of the Company in whatever direction the same may properly be
required;


 


(c)           shall
discharge his duties diligently and according to the best of his skill, and
shall obey and observe all lawful orders given to him by any Director of the
Company or any other person authorized in that behalf.


 


5.     EXCEPT
to the extent necessary for the discharge of his duties under this Agreement or
unless required to do so by law the Employee shall not during his employment or
at any time thereafter disclose to any person any information relating to the
business of the CIBA-GEIGY Group comprising CIBA-GEIGY AG and any company which
it controls directly or indirectly (hereinafter referred to as “the Group”) or
of any of its members or to the conduct or management of such business and in
particular (but without limiting the general nature of this obligation) shall
not disclose to any person:


 


(a)           the
name or address of any customer of a member of the Group;


 


(b)           the
price at which a member of the Group sells or purchases any product or service;


 


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(c)           any
trade secret or other information of any kind whatsoever relating to the
products, processes, machinery, appliances or apparatus manufactured, sold,
used or devised by any member of the Group; or


 


(d)           any
information disclosed in confidence to any member of the Group by a third
party.


 


6.     THE
Employee shall not at any time except as is necessary for the purposes of his
employment use, adopt or employ or be a party to the use, adoption or
employment of any information obtained or acquired by him during his employment
relating to:


 


(a)           any
processes, methods, formulae, drawings, recipes, appliances, machinery,
apparatus or plant belonging to any member of the Group;


 


(b)           the
results of any investigations or experiments made by a member of the Group or
by its predecessors in business or by any person by or under the order or
direction or for the benefit of any such member or its predecessors other than
information accessible to the general public otherwise than through default by
the Employee; and


 


(c)           any
information disclosed in confidence to any member of the Group by a third
party.


 


7.     IF
the Employee, either alone or jointly with others, should during his employment
make any discovery or invention (whether patentable or not), develop any
process or create any design relating or applicable to the business of any
member of the Group or should acquire any such discovery, invention or design
or rights therein in the course of his employment, his entire share therein
shall automatically become the property of the Company, and he shall at the
request and expense of the Company execute all such documents and do all such
things as are necessary or in the Company’s opinion desirable to vest the same
in the Company and to enable the Company or its nominees to obtain Letters
Patent for the same, or such other form of protection as may be appropriate in
any country of the world.


 


8.     THE
Company may not terminate the employment of the Employee except in accordance
with the “Termination of Employment” provisions of the Staff Conditions of
Employment.


 


9.


 


(a)           The
Employee shall not at any time within two years after the termination of his
employment with the Company (however that may come about) or within such
shorter period as may be notified to the Employee by the Company in writing at
any time (hereinafter referred to as “the Period of Restriction”) carry on or
be engaged, concerned or


 


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interested (otherwise than as a stock or shareholder in any public
limited company) whether alone or jointly with others and whether as principal,
servant or agent in any trade or business in the United Kingdom in which those
trade secrets and/or confidential information of the company:


 


(i)            which
are likely to have come into the possession of the Employee during his
employment with the Company; and


 


(ii)           the
disclosure of which the Company is entitled to restrain


 


could be exploited to the detriment of the Company.


 


(b)           It
is further severally and independently agreed that the Employee shall not
during the Period of Restriction either on his own account or for any other
person, firm or company solicit or seek to obtain orders in respect of any
goods (being goods of a type and nature similar to those dealt in by any
Company within the Group by whom the Employee has been employed) from any
person, firm or company within the United Kingdom who or which was at any time
during the last 12 months of the Employee’s service with the Company a customer
of the Company for such goods.


 


10.   WITH
a view to minimizing so far as possible any hardship to the Employee which
might be occasioned by the restrictions set out in the last preceding Clause
and in consideration of the Employee’s acceptance of the provisions of such
Clause the Company will for the Period of Restriction and subject as
hereinafter provided pay to the Employee monthly in arrear a sum equivalent to
the monthly salary of the Employee at the date of termination of his employment
PROVIDED ALWAYS that this sum shall not be payable if the Company before or on
the termination of his employment shall by notice in writing to the Employee release
him from such restrictions and PROVIDED ALSO that the said sum shall cease to
be payable:


 


(a)           on
the death of the Employee;


 


(b)           six
calendar months after service by the Company on the Employee of notice in
writing releasing the Employee from the said restrictions; or


 


(c)           at
the option of the Company if after the termination of his employment the
Employee shall break or fail to observe any agreement or stipulation contained
in this Agreement and is still binding on him.


 


AND IT IS FURTHER PROVIDED that the amount the Employee shall be
entitled to receive from the Company under this Clause shall be reduced by the


 


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amount of any payment made in lieu of notice or any pension or other
periodic payment made to the Employee either by the Company or out of any
pension fund established by the Company while the said restrictions are in
force, and by the amount of any remuneration (including commission, bonuses and
like payments, if any,) receivable by the Employee in respect of any other
employment whether or not with the Company, for the period during which the
said restrictions are in force notwithstanding that payment may not be made
until the said period has expired.


 


11.   ALL
books, letters, papers and records relating to the Company’s business
(including trade catalogues, pricelists, pattern cards and lists of customers)
in the possession of the Employee shall be the exclusive property of the
Company and shall be returned to the Company on the termination of the
employment.  The Employee shall on demand
whether before or after the termination of his employment furnish to the
Directors of the Company or any person or persons appointed by them such
information regarding the customers of the Company as they may require.


 


12.


(a)           Reference
in this Agreement to the Staff Conditions of Employment shall mean the Staff
Conditions of Employment of the Company for the time being in force.


 


(b)           The
Staff Conditions of Employment shall apply to this Agreement as though set out
in full except to the extent that they are inconsistent with the terms of this
Agreement.


 


13.   ANY
notice required or authorized to be served under the terms of this Agreement
shall be sufficiently served on the Employee if given to him or left at or sent
by recorded delivery post to his last known residence in the United Kingdom and
shall be sufficiently served on the Company if delivered personally to the
Employee’s superior or left with or sent by recorded delivery post addressed to
the Managing Director of the Company or of the Division in which the Employee
was employed at the Headquarters of the Company or of the Division as the case
may be.  Any notice sent by post shall be
deemed to have been delivered when it would normally have been delivered in due
course of post.


 


DATED:  29/8,  1990


 


	
  Signed for and on behalf of the Company

  	
  )

  	
   /s/ J. S. Fraser

  	
   

  
	
   

  	
   

  	
  J. S. Fraser

  
	
   

  	
   

  	
  Chairman and Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
  Signed by the Employee

  	
  )

  	
   /s/ William Hunt

  	
   

  
	
   

  	
   

  	
  William Hunt

  



 


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