EXECUTION OF THIS AGREEMENT AND THE
PERFORMANCE OF HIS OBLIGATIONS HEREUNDER WILL NOT BREACH OR BE IN CONFLICT WITH
ANY OTHER AGREEMENT TO WHICH THE EXECUTIVE IS A PARTY OR IS BOUND AND THAT THE
EXECUTIVE IS NOT NOW SUBJECT TO ANY COVENANTS AGAINST COMPETITION OR SIMILAR
COVENANTS OR ANY COURT ORDER OR OTHER LEGAL OBLIGATION THAT WOULD AFFECT THE
PERFORMANCE OF HIS OBLIGATIONS HEREUNDER.
THE EXECUTIVE AGREES NOT TO DISCLOSE
TO OR USE ON BEHALF OF THE COMPANY OR ANY OF ITS AFFILIATES ANY PROPRIETARY
INFORMATION OF A PRIOR EMPLOYER OR OTHER PERSON, INCLUDING WITHOUT LIMITATION
SHIRE PLC, WITHOUT SUCH PERSON'S CONSENT.
8.
INDEMNIFICATION.
THE COMPANY SHALL
INDEMNIFY THE EXECUTIVE TO THE SAME EXTENT AS IT INDEMNIFIES ITS OTHER EXECUTIVE
OFFICERS AND MEMBERS OF ITS BOARD UNDER ITS CHARTER OR BYLAWS, AS IN EFFECT FROM
TIME TO TIME.
THE EXECUTIVE AGREES TO PROMPTLY NOTIFY THE COMPANY OF ANY ACTUAL
OR THREATENED CLAIM ARISING OUT OF OR AS A RESULT OF HIS EMPLOYMENT OR ANY OF
HIS POSITIONS OR OFFICES HELD WITH THE COMPANY OR HIS MEMBERSHIP ON THE BOARD.
9.
DEFINITIONS.
WORDS OR PHRASES WHICH
ARE INITIALLY CAPITALIZED OR ARE WITHIN QUOTATION MARKS SHALL HAVE THE MEANINGS
PROVIDED IN THIS SECTION AND AS PROVIDED ELSEWHERE HEREIN.
FOR PURPOSES OF THIS
AGREEMENT, THE FOLLOWING DEFINITIONS APPLY:
(A)
"AFFILIATES" MEANS ALL PERSONS AND ENTITIES
DIRECTLY OR INDIRECTLY CONTROLLING, CONTROLLED BY OR UNDER COMMON CONTROL WITH
THE COMPANY, WHERE CONTROL MAY BE BY MANAGEMENT AUTHORITY, CONTRACT OR EQUITY
INTEREST.
(B)
"DATE OF TERMINATION" MEANS THE DATE THE
EXECUTIVE'S EMPLOYMENT WITH THE COMPANY TERMINATES, REGARDLESS OF THE REASON FOR
SUCH TERMINATION.
(C)
"FINAL COMPENSATION" MEANS (I) BASE SALARY
EARNED DURING THE FINAL PAYROLL PERIOD OF THE EXECUTIVE'S EMPLOYMENT HEREUNDER,
THROUGH THE DATE OF TERMINATION, BUT NOT YET PAID, (II) PAY AT THE RATE OF THE
BASE SALARY FOR ANY VACATION EARNED BUT NOT USED, THROUGH THE DATE OF
TERMINATION AND (III) ANY BUSINESS EXPENSES INCURRED BY THE EXECUTIVE BUT
UN-REIMBURSED ON THE DATE OF TERMINATION, PROVIDED THAT SUCH EXPENSES AND
REQUIRED SUBSTANTIATION AND DOCUMENTATION ARE SUBMITTED PRIOR TO, OR WITHIN
SIXTY (60) DAYS FOLLOWING, THE DATE OF TERMINATION AND THAT SUCH EXPENSES ARE
REIMBURSABLE UNDER SECTION 4(F) HEREOF AND COMPANY POLICIES.
(D)
"FINAL PRO-RATED BONUS" MEANS THE SUM THAT
RESULTS FROM MULTIPLYING THE ANNUAL BONUS THE EXECUTIVE WOULD HAVE EARNED FOR
THE FISCAL YEAR IN WHICH THE DATE OF TERMINATION OCCURS HAD HE CONTINUED
EMPLOYMENT THROUGH THE LAST DAY OF THAT FISCAL YEAR, BY A FRACTION, THE
NUMERATOR OF WHICH SHALL BE THE NUMBER OF DAYS THE EXECUTIVE WAS EMPLOYED DURING
THE FISCAL YEAR, THROUGH THE DATE OF TERMINATION, AND THE DENOMINATOR OF WHICH
SHALL BE 365 (THE "FINAL PRO-RATED BONUS"); PROVIDED, HOWEVER, IN THE EVENT OF A
TERMINATION OF EMPLOYMENT
15
PURSUANT TO SECTION 5(B), THE NUMERATOR SHALL INSTEAD BE THE NUMBER OF DAYS THE
EXECUTIVE WAS EMPLOYED DURING THE FISCAL YEAR, THROUGH HIS LAST DAY OF ACTIVE
EMPLOYMENT.
(E)
"IMMEDIATE AFFILIATES" MEANS THE COMPANY'S
DIRECT AND INDIRECT SUBSIDIARIES, THE COMPANY'S