EXHIBIT 4.10



 



Exhibit 4.10



Acambis plc

Peterhouse Technology Park 100 Fulbourn Road

Cambridge CB1 9PT UK www.acambis.com

T +44 (0)1223 275 300 F +44 (0)1223 416 300


Strictly Private and
Confidential



Michael E. Lytton

24 West Cedar Street

Boston

MA 02108

USA


12th March 2001


Dear Michael


Non-Executive Directorship



I am delighted that you have agreed to be appointed as a Non-Executive
Director of the Board of Acambis plc (“Acambis” or the “Company”). The purpose
of this letter (the “Agreement”) is formally to confirm the terms of your
appointment as a Non-Executive Director of Acambis.



	1	 	Term of Appointment
	 
	1.1	 	Subject to Clauses 1.2 and 7 you shall serve the Company as a
Non-Executive Director from 12th March 2001 unless terminated by either
party giving the other not less than three months’ notice in writing to
terminate these arrangements whereupon this Agreement shall terminate on
the expiry of such notice. Subject to the payment of fees on retirement in
accordance with Clause 1.2, no compensation for loss of office will be due
to you.
	 
	1.2	 	If, on your retirement by rotation as a Director of the Company in
accordance with the requirements of the Company’s Articles of Association
(“Articles”), you are not re-elected as a Director of the Company for any
reason, then in such circumstances your appointment shall terminate
automatically with immediate effect (for the avoidance of doubt, without
any period of notice) and the only fees to which you shall be entitled in
respect of these arrangements shall be such fees as have accrued due on a
daily basis up to the time of such termination together with out of pocket
expenses reasonably and properly incurred up to that time.
	 
	1.3	 	Subject to Clauses 1.1, 1.2 and 7 your appointment under this Agreement
shall terminate on whichever is the earlier of:-




	 	1.3.1	 	the date of expiry of the notice period specified in Clause 1.1; and
	 
	 	1.3.2	 	your ceasing to be a Director for any reason under the Articles.



 






 







	1.4	 	Your appointment under this Agreement shall be subject to:-




	 	1.4.1	 	your re-election as a Director at the next Annual General Meeting
following the date of your appointment under this Agreement;
	 
	 	1.4.2	 	your re-election on retirement by rotation at any subsequent Annual
General Meeting at which, pursuant to the Articles of the Company, you are
required to retire by rotation; and
	 
	 	1.4.3	 	the provisions of the Articles.




	2	 	Powers and Duties
	 
	2.1	 	You shall exercise such powers and perform such duties as are appropriate
to your role as a Non-Executive Director of the Company.
	 
	2.2	 	You shall comply with all reasonable directions from, and all regulations
of, the Company including, without prejudice to the generality of the
foregoing, all regulations from time to time in force with respect to
confidentiality, dealings in shares and notifications required to be made by a
Director to the Company or any other regulatory body under the Companies Acts
1985 and 1989, the Articles or any other regulations of the Company. In
addition, you will observe the terms and conditions of The City Code on
Takeovers and Mergers and the continuing obligations under the Combined Code
(as annexed to the United Kingdom Listing Authority Listing Rules) as the same
are applicable to the Company and its Directors from time to time.
	 
	2.3	 	Your duties as a Non-Executive Director will normally require attendance at
all Board Meetings and General Meetings of the Company as well as making such
time available as is necessary to prepare for those meetings and dealing with
such matters as might normally be expected of a Non-Executive Director.
	 
	2.4	 	You may also be requested to serve as a member of committees of the Board,
for example the Remuneration Committee and the Audit Committee. You will be
given details in advance of meetings of these committees.
	 
	2.5	 	Board Meetings are currently held at least six times per annum on dates
that will be advised well in advance. You will be required to attend Board
Meetings and such other Board Meetings as you and the Company shall agree from
time to time. Further you may be required, as appropriate, to attend meetings
of either or both of the Remuneration Committee and Audit Committee. Such
meetings will be held, whenever possible, on the same date as the Board
Meetings.
	 
	2.6	 	You will be provided with reports on at least a bi-monthly basis outlining
the current performance of the Company and you will be welcome to see further
information on the Company at any time. You will also be most welcome to visit
any of the Company’s operations as and when time permits.
	 
	3	 	Remuneration
	 
	3.1	 	A directors’ fee
(“Retainer”) of £17,500 per annum (or such higher amount as
the Board may from time to time determine and notify to you in writing) is
payable monthly in arrears. The Retainer is non-pensionable and will be
reviewed every year by the Remuneration Committee of the Board and any proposed
increase is to be approved by the Board.
	 
	3.2	 	Payment of the fees will be made on or around the twenty fifth day of each
month. Your fees under this Agreement will be paid to you net of any deductions
the Company is required by law to make such as income tax under the PAYE system
or national insurance contributions.



 






 







	4	 	Expenses
	 
	4.1	 	You will be reimbursed by the Company in respect of all reasonable
travelling, hotel and incidental or other out of pocket expenses which are
reasonably and properly incurred in attending and returning from Meetings of
the Board or Committees of the Board or general meetings of the Company or any
other meetings which as a Director you are entitled or invited to attend in the
course of your duties under this Agreement provided that on request you shall
provide such vouchers or other evidence of actual payment of such expenses that
may reasonably be required.
	 
	4.2	 	The Company shall reimburse you for any fees or expenses you incur in
taking advice from the Company’s financial and legal advisers or other
independent financial and legal advisers in relation to the performance of your
duties. Before seeking such advice you should first consult either the Chairman
of the Board or another Non-Executive Director of the Company. If you take such
advice you should again consult the Chairman or another Non-Executive Director
once the fees and expenses you have incurred exceed £5,000.
	 
	5	 	Confidentiality
	 
	5.1	 	You shall not, either during the term of your appointment or thereafter:-




	 	5.1.1	 	use to the detriment or prejudice of the Company and its
subsidiary undertakings (the “Group” and “Group Company” shall be
construed accordingly as any of such companies) or divulge or communicate
to any person any trade secret or any other confidential information
concerning the business or affairs of the Company or the Group (except to
employees or directors of any Group Company whose province it is to know
the same) which may have come to your knowledge during the term of your
appointment under this Agreement; or
	 
	 	5.1.2	 	use for your own purpose or for any purpose other than those of the
Group any information or knowledge of a confidential nature which you may
from time to time acquire in relation to any member of the Group but so
that this restriction shall cease to apply to any information or
knowledge which may come into the public domain (otherwise than through
your own default).




	5.2	 	You shall not, during the term of your directorship nor for a period of 6
months after the termination thereof be or become a director or employee or
agent of any company, business or enterprise or have or acquire any material
financial interest in any enterprise which at the time when you accept such
directorship, employment or agency, or acquire such interest, competes or is
likely to compete or have a significant business relationship with any member
of the Group without the prior consent of the Board in writing (such consent
not to be unreasonably withheld or delayed).
	 
	6	 	Fringe benefits
	 
	 	 	You shall not be entitled to any pension, bonus, share option or any
other fringe benefits of the Company.
	 
	7	 	Termination
	 
	7.1	 	Without prejudice to the generality of the foregoing the Company may by
notice in writing immediately terminate the arrangements set out herein if
you shall:-




	 	7.1.1	 	be in breach of any terms set out in this Agreement which in the
case of a breach capable of remedy is not remedied by you within 21 days
of receipt by you of a notice from the Company specifying the breach and
requiring it to be remedied;



 






 







	 	7.1.2	 	be incompetent, guilty of gross misconduct and/or any serious or
persistent negligence or misconduct in respect of your obligations under
this Agreement; and
	 
	 	7.1.3	 	fail or refuse after a written warning to carry out the duties
reasonably and properly required of you under this Agreement.




	7.2	 	Upon the termination of these arrangements for whatever reason you shall at
the request of the Board and without claim for compensation forthwith resign
from office as a Director of the Company and from all other offices held by you
in any Group Company (if any) and the Company is irrevocably authorised to
appoint a nominee to act on your behalf to execute all documents and to do all
things necessary to give effect to this provision.
	 
	7.3	 	You shall promptly whenever requested by the Company and in any event upon
your ceasing to be a Director of the Company deliver up to the Company all
lists of clients or customers and all other documents, papers and records which
may have been prepared by you or have come into your possession as a Director
of the Company. You shall not be entitled to and shall not retain any copies
thereof. Title and copyright therein shall vest in the Company.
	 
	8	 	Notices
	 
	 	 	Any written notice required to be given hereunder by either party to the
other should be served by sending the same by registered or recorded
delivery post to the last known address of the other party and any
receipt issued by the person or authorities shall be conclusive evidence
of the fact and date of posting of such notice.
	 
	9	 	Governing Law
	 
	 	 	The arrangements set out in this Agreement shall be governed by English
Law and the English Courts shall have exclusive jurisdiction over any
claim or dispute arising under this Agreement.
	 
	10	 	Miscellaneous
	 
	 	 	The Company Secretary will supply you with any information in relation to
the Company which you may require. The Company requires that you complete
a Form 288 which includes your formal consent to being appointed (and
which must be filed with the Registrar of Companies) and a Directors’
declaration information form that will provide us with all the relevant
disclosures regarding the information required by the London Stock
Exchange and any other relevant body and as required by law. The above
documents are enclosed and should be returned to the Company Secretary at
your earliest convenience.



Please would you confirm your acceptance of the above terms by signing and
returning the attached copy of this Agreement.


Yours sincerely





For and on behalf of Acambis plc


I confirm my acceptance of the above terms.





Michael E. Lytton