A DESIGNATED COMMITTEE THEREOF.
(C)
DURING THE TERM HEREOF, THE EXECUTIVE SHALL
DEVOTE HIS FULL BUSINESS TIME, EXCEPT AS OTHERWISE PROVIDED IN THIS
SECTION 3(C), AND HIS BEST EFFORTS, BUSINESS JUDGMENT, SKILL AND KNOWLEDGE
EXCLUSIVELY TO THE ADVANCEMENT OF THE BUSINESS AND INTERESTS OF THE COMPANY AND
ITS AFFILIATES AND TO THE DISCHARGE OF HIS DUTIES AND RESPONSIBILITIES
HEREUNDER.
THE EXECUTIVE MAY ENGAGE IN THE PASSIVE MANAGEMENT OF HIS PERSONAL
AND FAMILY INVESTMENTS AND IN CHARITABLE AND COMMUNITY ACTIVITIES; PROVIDED THAT
SUCH ACTIVITIES, AND ANY MEMBERSHIPS ON BOARD OF DIRECTORS OR OTHER GOVERNING
BOARDS OTHER THAN THOSE COMPANY AND ITS IMMEDIATE AFFILIATES AUTHORIZED BY THE
BOARD, DO NOT, INDIVIDUALLY OR IN THE AGGREGATE, GIVE RISE TO A CONFLICT OF
INTEREST OR OTHERWISE MATERIALLY INTERFERE WITH HIS PERFORMANCE OF HIS DUTIES
AND RESPONSIBILITIES TO THE COMPANY AND ITS AFFILIATES UNDER THIS AGREEMENT OR
THE TIME REQUIRED FOR THEIR PERFORMANCE OR BREACH HIS OBLIGATIONS SET FORTH IN
THE AGREEMENT BETWEEN THE COMPANY AND THE EXECUTIVE ENTITLED "EMPLOYEE
NON-DISCLOSURE, NON-COMPETITION AND INVENTIONS AGREEMENT" OF EVEN DATE WITH THIS
AGREEMENT (THE "EMPLOYEE AGREEMENT").
THE EXECUTIVE REPRESENTS AND WARRANTS
THAT, AS OF THE EFFECTIVE DATE OF THIS AGREEMENT, FIRST WRITTEN ABOVE, HE HAS NO
EXISTING OBLIGATIONS AND HAS NOT UNDERTAKEN ANY FUTURE OBLIGATIONS, EXCEPT FOR
DUTIES AS MEMBER AND CHAIRMAN OF THE BOARD OF DIRECTORS OF SHIRE PLC (THE "SHIRE
BOARD").
THE COMPANY ACKNOWLEDGES THAT THE EXECUTIVE HAS DISCLOSED TO THE BOARD
THE LIKELY TIME REQUIRED BY THE EXECUTIVE TO FULFILL HIS OBLIGATIONS TO THE
SHIRE BOARD (THE "SHIRE OBLIGATIONS") AND THE COMPANY AGREES THAT ON THIS BASIS
THE SHIRE OBLIGATIONS WILL NOT SUBSTANTIALLY INTERFERE WITH THE PERFORMANCE OF
THE EXECUTIVE'S DUTIES AND RESPONSIBILITIES TO THE COMPANY AND ITS AFFILIATES OR
THE TIME REQUIRED FOR THEIR PERFORMANCE AND FURTHER AGREES THAT THE EXECUTIVE'S
MEMBERSHIP ON, AND POSITION AS CHAIRMAN OF, THE SHIRE BOARD DO NOT IN THEMSELVES
CONSTITUTE A BREACH OF THE EMPLOYEE AGREEMENT.
IT IS AGREED THAT, EXCLUSIVE OF
HIS SHIRE OBLIGATIONS, THE EXECUTIVE SHALL NOT ACCEPT MEMBERSHIP ON ANY BOARD OF
DIRECTORS OR OTHER GOVERNING BOARD OF ANY PERSON OR ENGAGE IN ANY OTHER BUSINESS
ACTIVITY WITHOUT THE PRIOR EXPRESS WRITTEN APPROVAL OF THE BOARD OR A DESIGNATED
COMMITTEE THEREOF.
(D)
THE COMPANY AGREES TO PROPOSE TO THE
SHAREHOLDERS OF THE COMPANY AT EACH APPROPRIATE ANNUAL MEETING OF SUCH
SHAREHOLDERS DURING THE TERM HEREOF THE ELECTION OR REELECTION OF THE EXECUTIVE
AS A MEMBER OF THE BOARD.
4.
COMPENSATION AND BENEFITS.
AS
COMPENSATION FOR ALL SERVICES PERFORMED BY THE EXECUTIVE UNDER AND DURING THE
TERM HEREOF AND SUBJECT TO PERFORMANCE OF THE EXECUTIVE'S DUTIES AND
RESPONSIBILITIES AND OF HIS OBLIGATIONS TO THE COMPANY AND ITS AFFILIATES,
PURSUANT TO THIS AGREEMENT, THE EMPLOYEE AGREEMENT OR OTHERWISE:
2
(A)
BASE SALARY.
DURING THE TERM HEREOF, THE
COMPANY SHALL PAY THE EXECUTIVE A BASE SALARY AT THE RATE OF ONE MILLION, ONE
HUNDRED THOUSAND DOLLARS ($1,100,000) PER YEAR, PAYABLE IN ACCORDANCE WITH THE
NORMAL PAYROLL PRACTICES OF THE COMPANY FOR ITS EXECUTIVES AND SUBJECT TO