exv10w17



 







Exhibit 10.17




STANDARD EMPLOYMENT CONTRACT



This statement sets out the Terms & Conditions of employment between Emergent Europe Limited of
540~545 Eskdale Road, Winnersh Triangle, Wokingham, Berkshire RG41 5TU , UK



And Steven N. Chatfield residing at 31 Kenwood Drive, Beckenham, Kent, England BR3 6QX (‘the
Employee’).





	1.	 	Position
	 
	1.1	 	President of Emergent Europe Limited reporting to the Chief Executive Officer of Emergent
BioSolutions Inc., a Delaware corporation with its offices located at 300 Professional Drive,
Gaithersburg, MD, USA, or to such other person as the Chief Executive Officer of Emergent
BioSolutions may from time to time appoint.
	 
	2.	 	Preconditions
	 
	2.1	 	Your employment with the Company is conditional on (a) your producing at least two references
to the Company which the Company considers satisfactory, which has been satisfied, and (b)
such documentation as the Company may require to establish your right to work lawfully in the
United Kingdom and (c) the company receiving a medical report from its Occupational Health
Advisers which the Company considers satisfactory. (Please complete the enclosed
pre-employment health questionnaire and return to the Occupational Health Department in the
pre-paid envelope provided, your answers will be treated as strictly confidential and you may
be required to attend a health interview/ examination) Should you fail to produce to the
Company the required documentation, or should the medical report not prove satisfactory to the
Company, then any offer of employment by the Company may be withdrawn and if already accepted,
the Company may terminate your employment without notice or a payment in lieu of notice (or on
statutory minimum notice if applicable).
	 
	3.	 	Responsibilities
	 
	3.1	 	Your normal responsibilities are set out in your written job description but you may be
required to perform other reasonable tasks from time to time. (The job description does not
have contractual force, but is intended as a guide to your main duties). You may be required
to carry out your duties for the benefit of associated companies of the Company, without
payment of additional remuneration.
	 
	3.2	 	You are required to devote the whole of your time, attention and ability to the Company (or
any associated companies for whom you are required to work) and to use your best endeavours to
promote, develop and expand the business of the Company and its interests generally. You agree
not to have any outside business or other interests which conflict or may conflict with the
interests of the Company or any associated Company or which may otherwise interfere with or
impede your ability to carry out your responsibilities for the Company, without specific
written approval of the Company given in advance.





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	3.3	 	You must not act in any way that may be harmful to the Company’s interests and/or
damages the reputation of the Company.
	 
	3.4	 	You are expected to comply with the Company’s policies and procedures (as issued and/or
amended from time to time), even though these do not form part of your contract of employment.
The policies and procedures are available electronically on the Company’s systems or from the
Administration Office. Failure to comply, may lead to disciplinary action. In the event of a
conflict between the terms of this contract and any Company policy, the terms of this contract
will apply
	 
	3.5	 	You shall not at any time, (including during any period spent on garden leave), make any
disparaging, untrue or misleading oral or written statements concerning the business and
affairs of the Company or any associated company.
	 
	4.	 	Duration
	 
	4.1	 	Your employment with the Company commenced as of June 24, 2005 in accordance with the letter
agreement between you and Emergent BioSolutions dated September 16, 2005. Your prior period of
employment with Emergent BioSolutions counts towards your period of continuous employment.
	 
	4.2	 	Subject to clause 19 below, the period of notice required by either party to terminate your
employment is six (6) months, or the statutory minimum whichever is the greater. Notice under
this sub-clause must be given in writing
	 
	4.3	 	Subject to any contrary provision of law, your employment will end automatically without the
need for notice of termination to be served, at the end of the month in which you reach the
age of 65, which is the Company’s normal retirement age.
	 
	5.	 	Salary
	 
	5.1	 	Your gross salary (“Salary”) will be One Hundred Forty Nine Thousand Nine Hundred Fourteen
Pounds (£149,914) per annum payable by equal monthly instalments directly to your bank or
building society account. It is our normal practice to pay Salary on approximately the 24th
day of each calendar month. Salary through December 31, 2005 has been paid through Emergent
BioSolutions Inc. in U.S. dollars. The above payment schedule for Salary will commence on
January 1, 2006. Salary will be accrued on a daily basis. The Company’s policy is to calculate
daily pay on the basis of a 260 working day year (or in a leap year a 261 working day year).
	 
	5.2	 	Salaries are generally reviewed annually each year in the Company’s discretion commencing in
2007. Any changes will be notified to you in writing.
	 
	5.3	 	The Company reserves the right to deduct from your Salary or from any severance pay due to
you on the termination of your employment, any sums owing from you to the Company or any
associated company, including but not limited to loans, debts and sums paid to you by mistake
or through misrepresentation and you agree to the making of these deductions.





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	5.4	 	The Company shall make such Income Tax and National Insurance deductions from your
remuneration as shall be required by law
	 
	6.	 	Expenses
	 
	6.1	 	You will be reimbursed all out-of-pocket expenses necessarily and properly incurred by you on
the business of the Company or any associated company provided you produce to the Company such
evidence of actual payment of the expenses concerned as the Company reasonably requires.
	 
	7.	 	Hours of Work
	 
	7.1	 	Your normal hours of work are 09.00 — 17.00 (exclusive of lunch intervals and other breaks)
Monday to Friday inclusive, making a total of 35 hours per week. Times of attendance will be
agreed with your Manager. You will however be expected to work such extra hours as may be
reasonably required for the purpose of completing your tasks efficiently and on time. You
agree that the limits on average weekly working time set out in paragraph 4(1) of the Working
Time Regulations 1998 will not apply to you. However you may withdraw your consent on giving
the Company not less than 3 months’ prior written notice. Overtime is only paid in exceptional
circumstances and with the written agreement of your Line Manager.
	 
	8.	 	Mobility and Travel
	 
	8.1	 	While the Company’s offices in Winnersh, (wherever located there), will be your normal place
of work, the Company reserves the right to relocate its operations or open additional sites
elsewhere in the UK. If so requested by the Company on not less than one month’s notice, you
agree to move to a new place of work or the place of work of an associated company, within a
radius of 30 miles from Winnersh.
	 
	8.2	 	You will undertake any travel either in the UK or overseas as may be necessary to carry out
your responsibilities.
	 
	9.	 	Holiday
	 
	9.1	 	Our holiday year runs from 1st January to 31st December. In addition to the normal English
Public and Bank Holidays you are entitled to 25 days paid holiday in each holiday year, which
accrues at the rate of 25/52 days for each complete calendar week of employment. The
Company reserves the right to require you to take up to 3 days of your annual entitlement
during the Christmas period.
	 
	9.2	 	Your holiday entitlement for the year in which you start or end your employment will be
calculated on a pro-rata basis.
	 
	9.3	 	Where you have not taken your full accrued holiday entitlement on leaving you will be paid in
lieu for your untaken entitlement calculated on a pro-rata basis up to the date of termination
of your employment. If you have taken more holiday than your accrued holiday entitlement for
that year, you agree that the Company is authorised to deduct the





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	 	 	value of the excess days from your Salary or from any severance pay due to you on the
termination of your employment. The Company reserves the right to require you to take any
outstanding holiday leave during a period of notice.
	 
	9.4	 	You are entitled to carry forward into the next holiday year a maximum of 5 days holiday
which have accrued but which have not been taken before the end of the holiday year. These 5
days must be taken by 31st March of the next holiday year. Any carried forward holiday
remaining at this date will lapse. You may not take more than 30 days holiday in any one year.
	 
	10.	 	Notification of Absence
	 
	10.1	 	If you cannot attend for work you should telephone the Company or arrange for someone to
telephone or otherwise deliver a message on your behalf as soon as possible on your first day
of absence and indicate when you expect to return to work. If your return to work is delayed
you should contact the Company again in the same way on each following day of absence.
	 
	10.2	 	If you are prevented by illness or accident from working for seven or more consecutive days
you must provide a medical practitioner’s statement on the eighth day and weekly thereafter. A
self-certification form must be completed and produced to the Company immediately following
your return to work for shorter periods of absence.
	 
	11.	 	Sick Pay
	 
	11.1	 	If you are entitled to Statutory Sick Pay (“SSP”) the Company will pay it to you.
	 
	11.2	 	During absence due to sickness or injury, Company Sick Pay equivalent to your normal Salary,
may be paid at the Company’s discretion. Statutory Sick Pay will be paid in accordance with
the then prevailing rules of the Statutory Sick Pay Scheme.
	 
	11.3	 	Full details of the Company Sickness/Absence Policy and Procedure are available
electronically on the Company’s systems and from the Administration Office.
	 
	11.4	 	The Company provides permanent health insurance cover. Full details of this cover (including
conditions of eligibility, the rules and benefits to which cover is subject) are available
from the Administration Office. The Company reserves the right to arrange equivalent cover
through an alternative insurer.
	 
	12.	 	Pension Scheme
	 
	12.1	 	The Company agrees to contribute 10% of your Salary in equal monthly instalments to an
appropriate and qualified personal pension plan nominated by you. This contribution is
conditional upon your making monthly contributions equal to 2.5% of your Salary to the said
plan. You agree that your contributions to the plan may be made by the Company making the
relevant deductions from your Salary and paying the required amount into the plan on your
behalf. The said contributions are subject to the rules of the plan as amended





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	 	 	from time to time and will be capped at Inland Revenue limits. No Contracting Out
certificate is in force in respect of employment with the Company.
	 
	13.	 	Bonus Scheme
	 
	13.1	 	You will be eligible to participate in any bonus scheme the Company establishes from time to
time (if at all), for employees of your level, subject to the rules of the scheme. For 2005
you shall be eligible for a bonus (hereinafter, the “Bonus”), which shall be capped at thirty
percent (30%) of the portion your salary earned by you during that year, inclusive any salary
paid by Emergent BioSolutions. Notwithstanding anything to the contrary contained herein, the
determination as to whether any Bonus shall be awarded, and the amount of the Bonus, if any,
shall be made in the sole and absolute discretion of the Board of Directors of the Company or
Emergent BioSolutions, or such other person or committees as may be delegated that
responsibility. The Committee’s criteria for awarding any Bonus shall be based on its
assessment your job performance and the Company’s financial performance during the applicable
Period. The relative weight to be given to each such factor shall also be within the Company’s
sole and absolute discretion. The Company reserves the right to amend, replace or withdraw any
such bonus scheme from time to time. Further details are available from the Administration
Office. The fact that a bonus is paid in one or more years is no guarantee that bonuses will
be paid in subsequent years. As the bonus is also intended to incentivise employees to remain
in the employment of the Company, payment of any bonus is conditional on your remaining in the
employment of the Company and not being under, or having given, notice to terminate your
employment at the date bonus is payable.
	 
	14.	 	Life Assurance
	 
	14.1	 	You will become a member of the Company’s Life Assurance Scheme when you commence permanent
employment subject to meeting any conditions of eligibility and the rules of the Scheme from
time to time. (These may require you to pass a medical examination to the satisfaction of the
benefit providers as a condition of cover). In the event of death during your employment the
sum of four times Salary, subject to the Inland Revenue Earnings Cap from time to time, will
be payable.
	 
	15.	 	Private Medical Cover
	 
	15.1	 	You may join the Company’s Private Medical Insurance Scheme at the Company’s expense and you
may pay for dependants (as defined in the scheme) to be included. The Company reserves the
right at any time to arrange equivalent cover through an alternative insurer. The provision of
cover (including alternative cover) is conditional on your satisfying any conditions (such as
passing a medical examination) and accepting any restriction imposed by the insurer. Details
of the scheme in operation are available from the Administration office.





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	16.	 	Medical Examination
	 
	16.1	 	The Company may reasonably require you to be examined by a Company appointed doctor at its
own expense. The doctor may report to the Company and its professional advisers, on your
fitness to do your job or other appropriate work. The Company may also require verification
from your own GP that you are fit to return to work after a period of absence or sickness
incapacity.
	 
	17.	 	Grievance and Disciplinary Procedures
	 
	17.1	 	The Company’s Grievance and Disciplinary procedures can be viewed electronically on the
Company’s systems and are also available from the Administration Office. It is the Company’s
policy to deal fairly with disciplinary issues and grievances, which arise, in accordance with
these procedures. The Grievance and Disciplinary Procedures do not form part of your contract
or otherwise have contractual effect As can be seen if you have a grievance relating to your
employment or wish to appeal against disciplinary action or decisions, you should, in the
first instance, notify your line manager in writing making it clear that you are raising it
formally. If the grievance is against your line manager personally, you should notify your
grievance or appeal in writing to a member of the Executive Committee.





18 Company Systems





	18.1	 	The Company’s e-mail and Internet system must be used for Company and only essential personal
use in accordance with the Office Systems Policy which is available electronically on the
Company’s system and from the Administration office.





19 Termination





	19.1	 	The Company can dismiss you without prior notice or pay in lieu (and you will not be entitled
to damages) for conduct amounting to gross misconduct or any other conduct or performance
issues of equivalent seriousness. A non-exhaustive list of the grounds for summary dismissal
is contained in the Company’s Disciplinary Procedure.
	 
	19.2	 	The Company reserves the right to pay you your base Salary in lieu of any unexpired period of
notice less income tax and employee NI contributions.
	 
	19.3	 	 Once notice of termination has been given by either party.






	 	(a)	 	the Company may send you on paid leave of absence, suspend you from performing
your job and/or exclude you from entering our premises. During your suspension you will
continue to receive your Salary and contractual benefits. During your employment or any
notice period, the Company may, in its absolute discretion, assign you to different
tasks consistent with your position or require you to perform no tasks at all. This may
include requiring you to stay at home and to have no contact with the Company’s
clients, suppliers or employees for part or all of your suspension period. You will
continue to receive your Salary and all your contractual benefits during the suspension
period Your implied duties of





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	 	 	 	loyalty and good faith will continue to apply whether or not you are actually working
and you may not be engaged or employed by or take up any office or
partnership in any other company, firm or business, or trade on your own account
without the Company’s written permission.
	 
	 	(b)	 	you must not make any public statements in relation to the Company or your
employment or its termination .






	19.4	 	At the end of your employment, or earlier if the Company requests, for whatever reason you
must return all Company property, including all equipment, documents, computer disks or tapes
and all other tangible items in your possession or control belonging to, or containing any
confidential information of, the Company or an associated employer.
	 
	19.5	 	In the event that as a result of incapacity you became eligible to receive benefits under the
Company’s permanent health insurance scheme, the Company may, in its discretion, a) continue
your employment only to the extent necessary and solely to ensure that you continue to be
treated as an employee for the purposes of the permanent health insurance scheme or b)
terminate your employment. During such time, you will not be entitled to any remuneration or
other benefit from the Company and the Company will have no obligation to continue your
employment or provide any work or payment to you, if you recover from the incapacity





20 Confidentiality/Inventions





	20.1	 	You will, in fulfilling your responsibilities, have access to confidential information
relating to the Company or any associated employers and develop knowledge and influence over
the Company’s suppliers and/or customers and/or be involved in making inventions or creating
copyright material. You will be asked to sign a separate Non-Disclosure and Invention
Assignment Agreement, which seeks to protect the Company’s interests both during and after the
termination of your employment.
	 
	20.2	 	You shall not, either during or after your employment for whatever reason, divulge or
communicate to any person or persons, except authorised members of the Company, or make use of
yourself; any Confidential Information relating to the business of the Company or any
associated company which may have been disclosed to you or which may otherwise have come to
your attention.
	 
	20.3	 	This restriction shall cease to apply to information or knowledge which comes into the public
domain, otherwise than by reason of your default, or which is required to be disclosed by law
or by a court or tribunal of competent jurisdiction. Nothing in this Agreement will prevent
you making a “protected disclosure” under the Employment Rights Act 1996.
	 
	20.4	 	‘Confidential Information’ includes but is not limited to business and marketing plans,
customer and price lists, the requirements of customers and potential customers for products
and services, management accounts, budgets and other sales or financial data, the terms on
which the Company or any associated Companies do business with third parties, details of any
pending or threatened litigation, details of confidential and





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	 	 	proprietary computer technology (including source and object codes), any confidential
information relating to scientific data, formulae or processes, (including unpublished
research and development reports and details of products and services in the course of
development).
	 
	20.5	 	In the case of inventions employees must sign a separate claim to inventorship, which is
then ratified by the R & D Management Committee or any other similar committee of the
Company.





21 Statutory Particulars





	21.1	 	This contract includes your statutory particulars of employment.
	 
	21.2	 	No collective agreements affect your terms and conditions of employment.





22 Health & Safety





	22.1	 	You have a legal duty to take reasonable care for the health and safety of yourself and of
other persons who may be affected by your acts or omissions at work. You must also cooperate
with the Company so that the Company can discharge its statutory obligations. No employee or
other person shall intentionally or recklessly interfere with, or misuse, anything that is
provided in the interests of health, safety or welfare.





23 Miscellaneous





	23.1	 	Any notice to be given pursuant to these terms and conditions must be given in writing and
delivered either by courier, by hand, by first class post or by facsimile. Any notice to you
will be sent to your last known address or facsimile number or given to you at your place of
work and any notice to the Company should be sent to its registered office from time to time.
A notice will be deemed to have been served at the time of delivery if sent by courier or by
hand, on completion of transmission by the sender if sent by facsimile and 2 clear days after
the date of posting if sent by first class post.





24 Employee Data





	24.1	 	You consent to the Company holding and processing both personal data and sensitive personal
data (the latter includes your religious beliefs, your ethnic or racial origin, information
relating to your physical or mental health and any unspent criminal convictions), for all
purposes relating to your employment. In particular you agree that the Company can hold and
process personal and sensitive personal data to: (a) pay and review your remuneration and
other benefits; (b) provide and administer any such benefits; (c) determine your fitness to
work for the Company or your entitlement to sick pay or maternity or other leave of absence;
(d) provide information to the Inland Revenue (or other taxation authorities), the police,
other regulatory bodies, the Company’s legal advisers and potential purchasers of the Company
or any business area in which you work and to any investors or potential investors in the
Company; (e) administer and maintain personnel records (including sickness and other absence
records); (f) carry out performance reviews, disciplinary or grievance procedures; (g)





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	 	 	give references to future employers; and (h) transfer personal and sensitive personal data
concerning you to a country outside the EEA (and, in particular, to the HR department of any
associated employer based overseas including in the US, particularly for the purposes of HR
administration) and you understand that such countries outside the EEA may not have laws to
protect your personal information.





25 Choice of Law





	25.1	 	The terms and conditions of your employment are governed and will be construed in accordance
with English law and all claims, disputes and proceedings are subject to the exclusive
jurisdiction of the English courts





26 Definitions





	 	 	“associated company” or “associated employer” means any company which from time to time is a
subsidiary or a holding company of the Company or a subsidiary of such holding company and
“subsidiary” and “holding company” have the meanings attributed to them by section 736 of
the Companies Act 1985.
	 
	 	 	any Act or delegated legislation includes any statutory modification or re-enactment of it
or the provision referred to.





27 Additional Provisions





	 	 	You acknowledge and agree that the Employment Agreement dated January 3, 2005 between you
and Emergent BioSolutions be and it hereby is terminated and superseded by this agreement;
provided however, that the obligations, rights and agreements contained in Section 8
(Protection of the Company), Section 9 (Inventions, Improvements and Copyrightable
Materials) and Section 12 (Additional Obligations) shall survive and inure to the benefit of
Emergent BioSolutions and the Company.
	 
	 	 	The letter agreement between you and Emergent BioSolutions dated September 16, 2005 shall
continue to apply as it relates to the rights, obligations and agreements to serve as Chief
Scientific Officer of Emergent BioSolutions during the Transition Period.
	 
	 	 	You acknowledge and agree that effective November 12, 2005, you resigned as Chief Executive
Officer of Emergent ImmunoSolutions Inc.





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Please confirm that you accept this appointment on the above Terms and Conditions, by signing
the duplicate of this letter and returning it to me as soon as possible




For and on behalf of




Emergent Europe Limited




	 	 	 	 	 
	Signed:

	 	/s/ Fuad El-Hibri
 

	 	 
	 
	 	 	 	 
	 

	 	Fuad El-Hibri, Chairman of the Board	 	 






Date: December 22, 2005




I have read and understood the above terms and accept them.




	 	 	 	 	 
	Signed:

	 	/s/ Steven N. Chatfield
 

	 	 
	 
	 	 	 	 
	 

	 	Steven N. Chatfield	 	 






Date: December 22, 2005




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