Service Contract between Mayne Group and Stuart Hinchen dated April 9, 2002.



 EXHIBIT 14 
  

Private & Confidential 
  
 9 April 2002 
  
 Mr Stuart Hinchen 
 34 Stanhope Grove 
 CAMBERWELL VIC 3124 
  
 Dear Stuart, 
  
 It is with pleasure that I offer you the appointment to the position of President Faulding
Pharmaceutical Co, as an Australian based expatriate under the following terms and conditions. This position will be located in New Jersey and you will report to the Group General Manager, Pharmaceuticals. 
  
 Employer 
  
 Your contract of employment is with Mayne Group Limited ABN 56 004 073 410 (Mayne). As an employee of Mayne, you may be required to provide
services to any company in the Mayne Group and all entities which are subsidiaries of Mayne. 
  
 Contract Terms 
  
 This contract shall
take effect from 15 April 2002 and will supersede in its entirety your current employment contract and arrangements, which shall be deemed to have terminated by mutual consent as from 14 April 2002. However, for the purposes of service-related
benefits of employment, your service with Mayne will be regarded as continuous from the 12 April 1999 the date you initially commenced employment with the Group or a related company. 
  
 Duties 
  
 Your responsibilities in this position are as outlined in the attached position description. You may however, be required to undertake other duties and responsibilities
from time to time in addition to or in substitution for all or any duties of the position. As a consequence, or for other reasons, your reporting responsibility and/or position title may also be altered from time to time. In this event, your
remuneration and other benefits under this contract will not be altered without your consent, except to the extent that this contract permits. 
  
 Term of Assignment 
  
 This assignment is, depending upon specific business requirements, for a period of 2 to 3 years. On completion of the assignment you will be relocated to Australia or to an alternative mutually agreed location.

  
 United States of America Visas 
  
 This offer of employment is conditional upon you obtaining the visas necessary for you to
take up employment in the USA over the proposed term of the assignment. 
  

 1 of 9 








 Remuneration 
  
 Your remuneration in this position will be based on an Australian Total Employment Cost (TEC) of $299,200 per annum. For the purposes of expatriate remuneration build up,
your base salary will be $257,312 per annum, which represents the value of your TEC less Superannuation. 
  
 The nett value of your base salary is adjusted to account for the cost of living in the USA and the nature of expatriate secondments as set out in the attached Schedule A. 
  
 The effect of cost of living differentials and exchange rates on the remuneration paid in the
USA is reviewed regularly using information from an international consultancy, Employment Conditions Abroad (ECA), as well as on any occasion of major changes in relativities. 
  
 Your next remuneration review will be in June 2002. Thereafter, your remuneration will be reviewed annually, usually in June, with any
increase which may arise from each review being effective on 1 July. Mayne may alter the review and operative dates from time to time. 
  
 Retention Payment 
  
 Subject to you remaining in continuous employment with Mayne to the dates indicated, you will be entitled to the following Retention payments: 
  

	 1 July 2002
	  	$	60,000
	 1 July 2003
	  	$	80,000

  
 Short Term Incentive (Bonus)

  
 You will be eligible to participate in the Mayne short term incentive
scheme where a bonus of 20% of TEC may be awarded for the achievement of agreed target objectives, related to the success factors of the Group. For outstanding performance, a higher bonus to a maximum of 40% of TEC may be awarded. Your target
performance and parameters will be agreed at the commencement of each measurement period. 
  
 Long Term Incentive Scheme 
  
 It is noted
that you are eligible to participate in the Mayne Group Executives’ Share Option Scheme (ESOS) with an existing allocation of 70,000 options. 
  
 In addition, under separate cover you will receive a letter of offer for 50,000 options along with the rules related to the Scheme. The exercise price will be the last
sale price of shares recorded on the Australian Stock Exchange on the business day immediately preceding the date of effect of this contract. 
  
 Superannuation 
  
 You will remain a member of the Mayne Superannuation Fund. 
  
 Salary for Superannuation will be at the rate of 80% of TEC. The Company will contribute to the Fund at the rate of 17.5% of Superannuation salary. 
  
 Re-assignment 
  
 You may be reassigned to another position from time to time. Such reassignment will only occur after consultation with you, particularly as to your career development and
your own circumstances. 
  

 2 of 9 








 Termination of Employment 
  
 You may resign from your employment and terminate this contract by giving to Mayne no less than 6 months’ notice in writing. If you do
so, Mayne is not obliged to provide you with duties during the notice period. In the event, you resign to join a competitor. Mayne reserves the right to require you to serve the notice period on an active or passive basis. 
  
 Similarly, Mayne may at any time, terminate your employment by giving no less than 6
months’ notice in writing or payment in lieu. Payment in lieu of notice will be at the rate equivalent to your TEC for the period of notice. 
  
 In the case of serious misconduct (including disclosure of confidential information or other serious or continuing breaches of this contract), Mayne may terminate your
employment without notice. In this case, you will receive only accrued but untaken leave entitlements. 
  
 Retrenchment 
  
 If your employment is
terminated on the grounds of redundancy, retrenchment benefits payable to you will accord with the terms of the retrenchment policy applicable to Mayne staff at that time, except that, the payment in respect of notice will be not less than the
notice period provided above. 
  
 Mayne Group Policies 
  
 You will be required to comply with Mayne Group policies and procedures generally, as
established and varied from time to time. 
  
 Confidentiality 

 
 It is agreed that, without limiting any express or implied obligation of confidentiality
upon you under any statute (including the corporation law) you undertake that you will not divulge to any person or use any trade secrets or confidential information concerning the business, financial arrangements or any further information
belonging to the Mayne, except with the written authority of the undersigned. 
  
 Confidential information includes any information (written or verbal) of a commercial, technical or financial type which is not publicly available. 
  
 Restriction on Activities 
  
 It is agreed that you will not during your employment with Mayne or within six months after cessation, either on your own account or for a jointly with any other person,
or company, solicit interfere with or endeavour to entice away from Mayne or its subsidiaries any person firm or company who at any time within one year prior to the date on which you cease to be employed by the Company was a customer, or employee
of, or in the habit of dealing with Mayne or any of its subsidiaries. 
  
 Applicable Law 
  
 This contract of employment will be governed
by the law of the State of Victoria. Nothing in this paragraph is to be taken to exclude any other applicable legislation, either of a State or the Commonwealth. 
  

 3 of 9 








 Schedule of Transfer Conditions and Benefits 
  
 The employment benefits applicable to you in this position are recorded in the attached Schedule B. 
  
 Please note that the procedures and provisions of benefits are subject to review from time to
time. 
  
 Attachments 
  
 The enclosed attachments to this letter form part of the terms and conditions of your
contract of employment. 
  
 Acceptance 
  
 To signify your acceptance of this offer of employment under the conditions outlined above,
please sign, date, and return the duplicate of this letter to me. 
  
 Yours
sincerely, 
  
 ALAN M REID 
 Group General Manager, Pharmaceuticals 
  
 Att:     Expatriate Salary & Allowances 
             Schedule of Transfer and Benefits 
             TEC Schedule 
  
 I acknowledge having received and read this letter and each of its attachments, and I accept the offer of employment on the terms set out in this letter. 
  

	
	
 Stuart Hinchen

	
	Date:      /     /     


  

 4 of 9 








 SCHEDULE OF TRANSFER CONDITIONS AND BENEFITS 
  
 Name:             Stuart
Hinchen 
  
 Position:
        President, Faulding Pharmaceutical Co 
  
 Date:               15 April 2002 
  

  
 These benefits apply subject to variation as advised in the covering letter.
Full details of the benefits and conditions are available from the Group General Manager – Personnel. 
  
 Dependent Family 
  
 The provisions within
this schedule and the expatriate remuneration are based on a family consisting of spouse and 5 dependant children. 
  
 RELOCATION 
  
 Travel 
  
 On commencement of the
expatriation assignment you will be entitled to Business class travel for you and your immediate family, Australia to the USA, via Honolulu. 
  
 Relocation Allowance 
  
 You will be entitled to a lump sum tax free relocation allowance equivalent to 1 month’s Superannuation salary, paid as nett, to cover the incidental costs of relocation at the commencement of your assignment.

  
 LEAVE AND ASSOCIATED TRAVEL 
  
 Annual Leave 
  
 Annual leave credits will continue to accrue at the rate of 20 working days per annum. Any annual leave credit accumulated during the
assignment shall be taken prior to return to Australia or paid out upon repatriation. 
  
 Leave Air Travel 
  
 You are entitled to one normal return
Business Class Airfare from the USA to Australia for you and your immediate accompanying family for each full year of service in the USA. 
  
 Should you wish to travel to other destinations this is acceptable provided the total cost in any year does not exceed the equivalent to returning to Australia.

  

 5 of 9 








 Sick Leave 
  
 Sick Leave will continue to accrue at the rate of 10 days per annum. 
  
 Discretion will apply to the payment of sick leave taken beyond the available credits. 
  
 Long Service Leave (where applicable) 
  
 Long Service Leave will continue to accrue under Australian conditions for the duration of this assignment. 
  
 Compassionate Leave 
  
 Whilst on assignment, in the event of death or serious illness of any immediate family member, on approval of the Group General Manager, Pharmaceuticals or his/her
delegate, you (and your immediate accompanying family) will be entitled to compassionate leave and business class travel to Australia. 
  
 HOUSING AND BENEFITS 
  
 Housing 
  
 You will be entitled to
furnished housing for the duration of your secondment in the USA, as approved by the Group General Manager, Pharmaceuticals. 
  
 Mayne will meet utility costs related to your accommodation. 
  
 Telephone 
  
 A house telephone will be provided in the USA. The company will reimburse rental charges and all calls. 
  
 Company Vehicle 
  
 You will be provided with an appropriate vehicle whilst in the USA, as approved by the Group General Manager, Pharmaceuticals. The Company will cover the cost of maintenance, registration, insurance and petrol;
however, the payment of any fines incurred by yourself, or others your authorize to drive the vehicle is your responsibility. 
  
 Children’s Education (if applicable) 
  
 Mayne will meet the cost of full-time education for your 5 children in the USA. Fees for extra-curricular activities will not be reimbursed. 
  
 Health Insurance 
  
 Mayne will provide health and evacuation cover for the duration of your secondment. Marsh Ltd, health cover brokers will provide you with
full details of the cover. 
  

 6 of 9 








 Personal Tax Affairs 
  
 Whilst on assignment you will be subject to Mayne Tax Equalisation Policy. This policy ensures that your overall income tax liability on income you earn from Mayne during
your assignment is approximately the same as it would have been had the assignment not been undertaken. Tax equalisation will not apply to non-Mayne related income and Mayne will not meet any tax liabilities on any income derived outside of
remuneration related to your employment. 
  
 To assist you to comply with both
your home country and host country taxation filing obligations, Mayne will arrange and pay for pre-departure and post-arrival tax consultations with KPMG. The consultation will be restricted to personal taxation matters associated with the
international secondment. 
  
 Mayne will meet the costs of completion and filing
of taxation returns in the USA for the duration of the assignment. The company will also pay for the completion and filing of the first taxation return required in your new domicile after the assignment has concluded. 
  
 Club Membership 
  
 Subject to availability, Mayne will meet the cost of initial entry and annual subscription for one family membership of a sporting or social
club for the duration of this assignment. Incidental non-business expenses associated with the club membership are your responsibility. 
  
 Contact and Entertainment Expenses 
  
 Contact and entertainment expenses, which are business related and of benefit to the company will be reimbursed through the process of claim and approval by the Group
General Manager, Pharmaceuticals. 
  
 COMPLETION OF ASSIGNMENT 

 
 Travel 
  
 On completion of the expatriation assignment you will be entitled to: - 
  

	•	Business class travel for your and your immediate family, via the most direct route available between the USA and Australia. 

  
 Relocation Allowance 
  
 You will be entitled to a lump sum tax free relocation allowance equivalent to 1 month’s Superannuation salary, paid as nett, to cover
the incidental costs of relocation upon completion of your assignment. This allowance is not available should you resign prior to the end of the assignment or be dismissed for reasons of misconduct. 
  
 Transportation of Personal Effects 
  
 Mayne will meet the cost of: 
  

	•	Removal of household effects, including packing, transport and insurance, to a maximum of one full container load. 

  

	•	Transport by air of clothes and personal items required on an ongoing basis. 

  

	•	Continuing storage of household items for a maximum of 60 days after arriving in the home location. 

  

 7 of 9 








 Temporary Living Expenses 
  
 You may be reimbursed for temporary living expenses for yourself and your immediate family, such as accommodation, laundry and meals, for up
to three days before departure from the USA and to a maximum of 30 days on arrival in Australia. 
  
 Repatriation 
  
 Should you be dismissed
for reasons other than misconduct Mayne will meet the costs of repatriation to Australia. In this instance air travel will be Economy Class. 
  
 Mayne will not meet the cost of repatriation should you resign prior to the end of the assignment. 
  
 * * * * * * 
  

 8 of 9 








 TEC Schedule 
  
 TOTAL EMPLOYMENT COST 
  

	 Previous Remuneration

	    	 Revised - TEC


	 Salary & Benefits
	  	$	235,640	    	Salary & Benefits	  	$	257,312
	 Superannuation
	  	$	38,360	    	Superannuation
(17.5%* of $239,360#)	  	$	41,888
	 TOTAL
	  	$	274,000	    	TEC	  	$	299,200

  

	 Short Term Incentive


	 Target
	  	20% of TEC	  	$	59,840
	 Maximum
	  	40% of TEC	  	$	119,680



	*	Superannuation benefit factor of 17.5% 


	#	Salary for Superannuation is $239,360 (80% of TEC) 

  
 Effective: 15 April 2002 
  

 9 of 9