exv4w7






Exhibit 4.7




Dated 8th September 2010




GLAXOSMITHKLINE SERVICES UNLIMITED




and




SIMON DINGEMANS




SERVICE AGREEMENT




 









 




This Agreement is made on 8th September 2010 between:





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






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






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





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	  1.3	 	In this Agreement, terms used in the context of the GlaxoSmithKline 2009
Performance Share Plan shall have the meaning ascribed to them in such plan.
	 
	2	 	Employment
	 
	 	 	The Company confirms the employment of the Executive, and the Executive confirms his
employment with the Company, on the terms and conditions set out in this Agreement.
	 
	3	 	Termination by Notice
	 
	  3.1	 	The Employment under the terms of this Agreement shall commence on 4 January, 2011
and the Employment shall continue until:






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






	  3.2	 	The Company may, in its absolute discretion, lawfully terminate the employment of
the Executive at any time by paying to the Executive a sum equal to his basic salary
(excluding any other benefits) for the period this Agreement would otherwise continue. For
this purpose, basic salary shall be the basic salary in effect at the date of termination of
the employment.
	 
	4	 	Duties and Responsibilities
	 
	  4.1	 	The Executive shall be appointed as Chief Financial Officer of GSK plc. The
Executive shall have such powers and duties as are from time to time given to him by the
Chief Executive Officer or, if different, the person to whom the Executive reports,
consistent with the Employment and this Agreement. The Executive agrees that for the
purposes of the Working Time Regulations 1998 he is a managing executive.
	 
	  4.2	 	During the Employment, the Executive shall devote his full business time and
energies to the business and affairs of the Company and GSK plc, consistent with any other
duties and responsibilities he may have to any Group Companies. The Executive’s time shall
be allocated among the Group Companies in accordance with the Executive’s reasonable judgment
and dependent upon the level of his responsibilities to any other Group Company, subject to
the overall supervision and direction of the Chief Executive Officer or, if different, the
person to whom the Executive reports.
	 
	  4.3	 	The Executive shall not, without the prior written consent of the GSK Board,
accept directorships, trusteeships and other appointments (other than of Group Companies) or
carry on or be engaged, concerned or interested either directly or indirectly in any other
business or activity. A list of the directorships and outside interests of the Executive
approved by the GSK Board as at the date of this Agreement is attached as Appendix 1 to this
Agreement. Any fees earned by the Executive in respect of such authorised activities may be
retained by the Executive.
	 
	  4.4	 	The location of the Executive’s activities shall be at GSK House, Brentford (“GSK
House”) but subject to the overall supervision and direction of the Chief Executive Officer
or, if different, the person to whom the Executive reports, and to perform properly his




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	 	 	duties, he may be required to undertake reasonable travel elsewhere in the world. The
Executive is required to reside at a location convenient to the Company’s offices at GSK
House (or such other location as the Company may determine) during the Employment.
	 
	5	 	Salary, etc.
	 
	  5.1	 	In consideration of the services to be rendered by the Executive under this
Agreement the Executive shall be paid a salary at the rate of £660,000 per annum payable in
accordance with the Company’s pay practices for its executives from time to time in force
(but not less frequently than calendar monthly). The salary will be credited to the
Executive’s bank account notified to the Company for the purpose. Salary shall be reviewed
annually in accordance with the Company’s normal administrative practices for its executives
and may be increased (but not reduced) by the Company by such amount (if any) as it shall
think fit.
	 
	  5.2	 	The Executive shall be entitled subject to Section 6.5 to participate






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






	 	 	in each case subject to the terms and conditions of such bonus plans and programmes from
time to time in force. Any grants of share options or awards of performance shares under
such plans and programmes shall be granted subject to performance conditions as determined
by the GSK Board. The Executive’s future participation in certain of these plans and
programmes may be affected if he does not satisfy the Share Ownership Requirements (as
amended from time to time). It is agreed that in the event of the Executive retiring from
the Company, the Executive will retain the relevant number of shares (as set out in the
Share Ownership Requirements) until at least one year after the earlier of (i) the
Executive’s Retirement Date contemplated by Section 14 of this Agreement, or (ii) the date
on which the Executive retires from the Company in accordance with the terms of any Company
policy (as may be in force from time to time).
	 
	  5.3	 	The Executive’s salary under Section 5.1 of this Agreement shall be inclusive of
any fees or other remuneration to which the Executive may be entitled or receives as a
Director, alternate Director, specialist adviser, consultant or by virtue of any other office
or appointment in any Group Company. The Executive shall account to the Company for all such
fees or other remuneration by paying over or procuring to be paid over the same to the
Company.
	 
	  5.4	 	GSK shall not be liable for any costs or expenses, including any costs or expenses
pertaining to travel undertaken by the Executive, incurred as a result of any activity or
participation in any role or capacity external to and unrelated to GSK or any Group Company.
It is agreed that the Executive will promptly reimburse GSK against any such costs that may
be incurred by GSK. Further, the Executive authorises the Company at any time to deduct from
his salary, or any other monies payable to him by the Company, all sums which he owes the
Company. If this is insufficient, the Company will require repayment of the balance.





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	6	 	Expenses and other Benefits
	 
	  6.1	 	The Company shall promptly reimburse to the Executive all reasonable travel and
other out of pocket expenses properly incurred by him in the performance of his duties under
the Employment. The Executive will submit claims for expenses reimbursement to the Company
regularly with appropriate supporting documentation.
	 
	  6.2	 	The Executive is eligible to participate in the GlaxoSmithKline Cash Allowance and
Car Ownership Scheme subject to the rules of the scheme as amended from time to time. Full
details of the Scheme are available on the TotalReward section on myGSK.
	 
	  6.3	 	The medical benefit arrangements for the Executive and his family are as set out
in the GlaxoSmithKline Executive Medical Plan (as amended from time to time). Details,
including eligibility criteria, are set out in the TotalReward section on myGSK.
	 
	  6.4	 	The Company at its expense shall provide the Executive with other benefits
provided to executives of the Company of the same level, and the Executive shall be entitled
to participate in all benefit plans, practices and policies as are made available by the
Company from time to time to its executives generally of the same level subject to their
terms and conditions from time to time in force. Details of the relevant plans and
programmes are set out in the TotalReward section on my GSK.
	 
	  6.5	 	The Company (and GSK plc, as applicable) reserves the absolute right and
discretion to amend, modify or terminate all such benefits, plans and programmes as are
referred to in Sections 5.2, 6.2, 6.3, 6.4 and 8 at any time and for any reason.
	 
	7	 	Holidays
	 
	 	 	In addition to all statutory and Bank Holidays, the Executive shall be entitled to 26
days’ holiday in each year at full pay, increasing to 27 days after five years’ and 28 days
after 10 years’ service, in accordance with Company policy from time to time in force, which
shall accrue rateably during the calendar year. Up to four days of such holiday shall be
taken at times to be designated by the Company and the remainder shall be taken at such
times as the business of the Company may permit. On termination of the Employment the
Executive will be entitled to be paid for any accrued holiday not taken and will reimburse
the Company for any holiday taken but not accrued.
	 
	 	 	Holiday which is not taken in the year in which it is accrued may be carried forward, in
accordance with the Company’s rules on the banking of holidays outlined in its Holiday
Policy, as amended from time to time. Any holiday which is not banked in accordance with
these rules will be lost.





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	8	 	Pension and Life Insurance
	 
	 	 	The Executive is entitled to be a member of the GSK Pension Plan Senior Executive
section (“the Pension Plan”), subject to the conditions of the trust deed and rules
governing the Pension Plan from time to time. The Pension Plan is not contracted out of the
State Second Pension (‘SP2’). The Pension Plan is subject to amendment or withdrawal at the
Company’s discretion. In the event of any amendments to the Pension Plan, the Executive
will be treated on a similar basis to other members of GSK plc’s Corporate Executive Team
who are members of the same plan. Any contributions payable by the Executive to the Pension
Plan will be deducted from salary.
	 
	9	 	Sickness
	 
	  9.1	 	The Executive shall comply with the Company’s sick pay rules from time to time in force.
	 
	  9.2	 	Without prejudice to the Company’s right to terminate the Employment in accordance
with Sections 3, 13, 15 and 16 and to automatic termination in accordance with Section 14, if
the Executive is absent from the Employment as a result of sickness or injury he shall be
paid his full salary for the first 26 weeks’ absence (whether or not consecutive) and half of
his salary for the second 26 weeks (whether or not consecutive) in aggregate in any period of
24 calendar months. The amount of any benefit which the Executive is entitled to claim
during that period of absence under any Social Security or National Insurance Scheme and/or
any Scheme of which the Executive is a non-contributory member by virtue of the Employment,
will be deducted from any salary paid to him. The Company will pay the Executive statutory
sick pay under the Social Security Contributions and Benefits Act 1992 (as amended) and any
salary paid to him will be deemed to include statutory sick pay. The Company reserves the
right to offset the amount of these benefits against salary paid to the Executive even if the
Executive has not recovered them.
	 
	  9.3	 	The Company may require the Executive to have a medical examination every year (or
at such shorter intervals as they may agree between them), by a doctor approved by the
Company. The costs of such examinations shall be borne by the Company. The Executive shall
authorise such doctor to submit to the Director of Human Resources of the Company a copy of
the medical report or results of any tests prepared or obtained as a result of that
examination (which shall omit reference to any medical condition which in the doctor’s
opinion would not affect the Executive’s capability to perform his duties then or in the
future).
	 
	10	 	Inventions and Copyright
	 
	 	 	The Company’s standard policy on inventions and copyright from time to time in force
shall apply to the Executive.
	 
	11	 	Confidentiality; Company Securities
	 
	  11.1	 	Without prejudice to any other duty owed to the Company or to any Group Company,
the Executive shall not, except in the proper performance of his duties or as authorised by
the Board, during or after the Employment, use or disclose to any person any Confidential
Information obtained by him during the Employment.





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	  11.2	 	In the course of the Employment, the Executive is likely to obtain trade secrets
and confidential information belonging to or relating to Group Companies and other persons.
He will treat such information as if it falls within the terms of Section 11.1 and Section
11.1 will apply with any necessary amendments to such information. If requested to do so by
the Company, the Executive will enter into an agreement with other Group Companies and any
other persons in the same terms as Section 11.1 with any amendments necessary to give effect
to this provision.
	 
	  11.3	 	For the purposes of this Agreement, the term “Confidential Information” shall
include, but not be limited to confidential commercial, financial and strategic data
pertaining to the Group and any other confidential information relating to the business or
affairs of the Group including, without limitation, any invention, trade secret,
manufacturing process or patent information. The term “Confidential Information” shall not
include any information:






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






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






	 	(i)	 	deliver up to the Company any property belonging to the Company or any other
Group Company which may be in his possession or under his control including
Confidential Information, lists of customers, correspondence, documents and other
property. The Executive will not retain any copies of any materials or other
information. The Company shall promptly return to the Executive and permit him to
remove from the premises of the Company and any other Group Company, any property,
personal records, files, etc. belonging to the Executive; and
	 
	 	(ii)	 	resign on request by the Company or the GSK Board (if he has not already done
so) from all offices held by him in the Company and any other Group Company (except for
any he is entitled to retain under any separate agreement with any Group Company),
failing which the Executive irrevocably authorises the Company or GSK plc to appoint an
officer of the Company or GSK plc to execute all




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	 	 	 	documents on his behalf and do all things necessary to effect such resignations;
PROVIDED, however, that any such resignations pursuant to this Section 12.1(ii)
shall be without prejudice to the Executive’s rights under this Agreement.






	  12.2	 	Any termination of the Employment shall be without prejudice to the Executive’s
and the Company’s continuing obligations under this Agreement.
	 
	  12.3	 	Upon the termination of the Executive’s employment for whatever reason, the
Executive shall immediately repay all outstanding debts or loans due to the Company or any
Group Company and the Company is hereby authorised to deduct from any payment of wages any
sum in repayment of all or any part of such debts or loans.
	 
	  12.4	 	The terms of the GSK Redundancy Policy as in force from time to time, shall not
apply to the Executive who shall only be entitled to statutory redundancy pay in addition to
any other entitlement under this Agreement if his Employment is terminated by reason of
redundancy.
	 
	13	 	Termination due to Death or Disability
	 
	  13.1	 	In the event of the Executive’s death, the Employment will terminate
automatically on the date of his death, which shall be the Termination Date for the purposes
of this Agreement. His duly qualified executor shall be entitled to receive the Accrued
Obligations.
	 
	  13.2	 	The Company may elect to terminate the Employment immediately without notice or
payment in lieu of notice by serving written notice (“Termination Notice for Disability”), if
an independent physician selected by the Company has certified in writing that, by reason of
a physical or mental illness or other condition of the Executive, the Executive is unlikely
to be able to resume performance of duties under the Employment for the foreseeable future.
The Employment will terminate on the Termination Date specified in the Termination Notice for
Disability. Provided that the Company shall not be entitled to terminate the employment by
reason of physical or mental illness or other condition if this would lead to the Executive
becoming dis-entitled to benefits under the Company’s or GSK plc’s permanent health insurance
plan.
	 
	  13.3	 	In the event the Company delivers a Termination Notice for Disability, the
Executive shall immediately be relieved from all offices, appointments and responsibilities
that he may then hold under the Employment and be relieved of any duty to work for or serve
the Company or any Group Company. The Executive shall be entitled only to the Accrued
Obligations, together with such rights as are provided for in the applicable benefits plan(s)
in which the Executive participates.
	 
	14	 	Termination on Retirement
	 
	 	 	The Employment shall automatically terminate on the last day of the month in which the
Executive reaches his sixty-fifth (65th) birthday (the “Retirement Date”) and the Executive
shall thereafter be entitled only to payment of the Accrued Obligations.
	 
	15	 	Termination for Cause
	 
	  15.1	 	The Company shall be entitled to terminate the Employment immediately without
notice or payment in lieu of notice for Cause (as defined in this Section 15) by serving
written notice (“Notice of Termination for Cause”).





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	  15.2	 	“Cause” shall mean:






	 	15.2.1	 	the Executive is convicted of any criminal offence which in the
reasonable opinion of the Chairman of GSK plc or the GSK Board affects the
Executive’s position as Chief Financial Officer of GSK plc (other than a motoring
offence for which no custodial sentence is given to him); or
	 
	 	15.2.2	 	the Executive, in carrying out his duties under the Employment, is found
guilty of gross neglect or gross misconduct; or
	 
	 	15.2.3	 	the Executive shall become bankrupt or have an order under Section 252
of the Insolvency Act 1986 made in respect of him or if an interim receiver of his
property is appointed under Section 286 of the Act; or
	 
	 	15.2.4	 	the Executive shall be or become prohibited by law from being a
director; or
	 
	 	15.2.5	 	the Executive commits a material breach of any term of this Agreement.






	  15.3	 	Any delay or forbearance by the Company in exercising any right of termination
shall not constitute a waiver of it.
	 
	  15.4	 	In the event that the Employment is terminated for Cause, the Employment shall
terminate upon the date on which the Board serves Notice of Termination for Cause and the
Executive shall be entitled only to payment of all previously accrued and unpaid salary then
due and owing under this Agreement, up to the date of termination including reimbursement for
expenses previously incurred and, save for the provisions of this Section 15.4, the Executive
will have no claim for damages or any other remedy against the Company or any Group Company.
	 
	16	 	Termination by Notice






	  16.1	 	If either notice to terminate the Employment is given by the Executive according
to Section 3.1(iii) above, or if the Executive resigns without giving due notice and the
Company does not accept his resignation or the Company has given notice in accordance with
Section 3.1(ii) above then the Company may require the Executive to comply with any and all
of the provisions in this Section 16.1 for a maximum period of 12 months (the “Garden Leave
Period”).






	 	16.1.1	 	The Company may require that the Executive does not:






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




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	 	(v)	 	remain or become involved in any aspect of the business of the
Company, or any Group Company except as required by such companies.






	 	16.1.2	 	The Company may require the Executive:






	 	(i)	 	to comply with the provisions of Section 12; and
	 
	 	(ii)	 	to immediately resign from any directorship which he holds in
the Company, and any Group Company or any other company where such directorship
is held as a consequence or requirement of the Employment, unless he is
required to perform duties to which any such directorship relates in which case
he may retain such directorships while those duties are ongoing. The
Executive hereby irrevocably appoints the Company to appoint an officer of GSK
plc as his attorney to execute any instrument and do anything in his name and
on his behalf to effect his resignation if he fails to do so in accordance with
this Section 16.1.2(ii).






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






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






	 	16.1.4	 	During the Garden Leave Period, the Executive will be entitled to
receive his salary and benefits in accordance with the terms of this Agreement
including any bonus payable in accordance with Section 5.2 but excluding any share
entitlements under Section 5.2.
	 
	 	16.1.5	 	Where the Company gives notice to terminate the Employment in accordance
with Section 3.1 (except where termination is effected pursuant to the terms of
Section 15) above then notwithstanding the continuation of the Employment during any
period after notice has been given, including, any Garden Leave Period, within 30
days of the date such notice was given to the Executive, the Company shall pay to the
Executive as a lump sum his full salary in respect of the entire period of notice
(except for any part of it attributable to the period falling after the Executive’s
Retirement Date and subject to deduction of tax and any other deductions required to
be made) (the “Lump Sum”). For this purpose, full salary shall be the basic salary
in effect at the date such notice is given to the Executive. For the avoidance of
doubt, the payment by the Company to the Executive of the Lump Sum will extinguish
any and all liability imposed on the
Company under this Agreement to make any further payment to the Executive in
respect of salary under this Agreement during any period after notice has been
given, including, any Garden Leave Period.




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	 	16.1.6	 	After the payment of a Lump Sum pursuant to Section 16.1.5, at the end
of or at any time during the Garden Leave Period the Company may at its sole and
absolute discretion terminate the Employment by further written notice to the
Executive without any further payment. In any event at the end of the 12 month
Garden Leave Period the Employment will also terminate automatically and the Company
shall be under no obligation to make any further payment to the Executive, save for
in respect of any Accrued Obligations that may exist.
	 
	 	16.1.7	 	However, in the event that the Executive obtains an offer of future
alternative employment with another employer, or otherwise wishes to take up
alternative business activities, and he can satisfy the GSK Board that such
employment/activities are not in breach of Section 17, the Company shall waive the
balance of any unexpired notice period or the Garden Leave Period so as to enable the
Executive to take up such alternative employment/activities; whereupon, subject to
Section 12.3 above, the Company’s obligations to the Executive under this Section
16.1 shall cease with effect from the agreed revised Termination Date.
	 
	 	16.1.8	 	The Company and the Executive agree that if the Company shall fully
perform, when due, all its obligations under this Section 16, such performance shall
be in full and final settlement of all and any claims or rights of action which the
Executive might have against the Company, or any Group Company arising out of this
Agreement or its termination or otherwise howsoever relating to the Employment.
	 
	 	16.1.9	 	A removal by the Company of the Executive from his current position
which results in a demotion to a position with less responsibility than his current
position will be deemed to be a termination by the Company on notice pursuant to
Section 16 of this Agreement.






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




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	 	17.2.1	 	During the Restricted Period he will not be engaged in (except as the
holder, directly or indirectly, of less than 5 per cent of the shares) any business
which is or is about to be in competition with the Restricted Business.
	 
	 	17.2.2	 	During the Restricted Period the Executive will not canvass or solicit
in competition with the Company, or any Group Company, the custom of any person who
was during the last 12 months of the Employment a customer, or client of, or in the
habit of dealing with, the Company, or (as the case may be) any Group Company and in
respect of which the Executive had access to confidential information or with whose
custom or business the Executive is or was personally concerned, during that 12 month
period with a view to providing goods or services to that person in competition with
any Restricted Business.
	 
	 	17.2.3	 	During the Restricted Period he will not, in the course of any business
concern which is in competition with the Restricted Business provide goods or
services to or otherwise have any dealings with any person who was during the last 12
months of the Employment a customer, or client of, or in the habit of dealing with
the Company, or any Group Company, and in respect of which the Executive had access
to confidential information or with whose custom or business the Executive is or was
personally concerned during that 12 month period.
	 
	 	17.2.4	 	During the Restricted Period he will not, interfere or endeavour to
interfere with the continuance of the provision of goods or services to the Company,
or any Group Company, by any supplier which was a supplier of goods or services to
the Company, or any Group Company during the last 12 months of the Employment and
with whom the Executive dealt to a material extent during that period.
	 
	 	17.2.5	 	During the Restricted Period he will not entice or try to entice away
from the Company or any Group Company any person who is still employed by the Company
or a Group Company during the Restricted Period and is a senior employee, director or
full time senior consultant of such a company and with whom he worked closely in the
last six months of the Employment.






	  17.3	 	Each of the obligations imposed on the Executive by this Section 17 extend to him
acting not only on his own account but also on behalf of any other firm, company or other
person and shall apply whether he acts directly or indirectly.
	 
	  17.4	 	Following the Termination Date, the Executive will not represent himself as being
in any way connected with the businesses of the Company, GSK plc or of any other Group
Company (except to the extent agreed in writing by such a company).
	 
	  17.5	 	Any benefit given or deemed to be given by the Executive to any Group Company
under the terms of Section 17 is received and held on trust by the Company for the relevant
Group Company. The Executive will enter into appropriate restrictive covenants directly with
other Group Companies if asked to do so by the Company or GSK plc.






	18	 	Reasonableness of Restrictions
	 
	  18.1	 	Each of the obligations on the Executive contained in Section 17 constitutes a
separate and independent restriction on the Executive notwithstanding that they may be
contained in the same Section, paragraph or sentence.




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




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	22	 	Notices
	 
	 	 	Any notice (including any Termination Notice) required or permitted to be given under
this Agreement shall be in writing and shall be deemed to have been given when delivered
personally or sent by courier, duly addressed to the party concerned at such address as the
party may notify to the other. Any notice delivered personally under this Section 22 shall
be deemed given on the date delivered and any notice sent by courier shall be deemed given
on the date delivery is recorded by such courier.
	 
	23	 	Entire Agreement
	 
	  23.1	 	This Agreement supersedes any previous written or oral agreement between the
parties in relation to the matters dealt within it. It contains the whole agreement between
the parties relating to the Employment at the date the Agreement was entered into (except for
those terms implied by law which cannot be excluded by the agreement of the parties). The
Executive acknowledges that he has not been induced to enter into this Agreement by any
representation, warranty or undertaking not expressly incorporated into it.
	 
	  23.2	 	Neither party’s rights or powers under this Agreement will be affected if:






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






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




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	 	 	the defence of
such Proceeding. The provisions of this Section 26 shall survive the termination of the
Employment and shall be in addition to any other rights to indemnification to which the
Executive may from time to time be entitled, whether under any applicable insurance policies
or otherwise.






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





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



	 	 	 	 	 

	THE COMMON SEAL of

GLAXOSMITHKLINE SERVICES

UNLIMITED was hereunto affixed
in the 
presence of:

	}
	/s/ Simon Bicknell
 

	 	 
	 
	 	 	 	 
	
Director

	 	S M Bicknell

For and on behalf of
 Glaxo Group Limited

Corporate Director	 	 
	 
	 	 	 	 
	Secretary

	 	/s/ V Whyte
 

V Whyte
	 	 
	 
	 	 	 	 
	Signed Sealed and Delivered by the
 said
SIMON DINGEMANS in the 
presence of:

	}
	/s/ Simon Dingemans
 

	 	 
	 
	 	 	 	 
	Name: Charles Gareth Roe Manby

	 	/s/ Charles Manby
 

	 	 
	 
	 	 	 	 
	Address
	 	 	 	 
	 
	 	 	 	 
	Occupation Banker
	 	 	 	 






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Appendix 1: Schedule of Directorships and Outside Interests 



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





	 	•	 	Member of the Corporate Council for The National Theatre






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