[Jazz Pharmaceuticals Letterhead]
PERSONAL, PRIVATE AND CONFIDENTIAL
Mr. Finbar Larkin
Terms and Conditions of Employment
On behalf of Jazz Pharmaceuticals Ireland Limited of 4th Floor, Connaught House, 1 Burlington Road, Dublin 4, registered at the Companies Registration Office with company number 429847 (the “Company”), I am very pleased to offer you employment with the Company.
Your employment will be subject to the following terms and conditions.
Your position with the Company will be as Executive Director, Technical Operations or such other role as the Company considers appropriate.
Your employment will be deemed to have commenced on 9th April 2013 or an earlier date as advised and the terms and conditions set out in this contract will take effect from such date. No employment with a previous employer counts towards your period of continuous service with the Company.
You shall not work for anyone else while you are employed by the Company.
You will be normally based at the Company’s offices at 4th Floor, Connaught House, 1 Burlington Road, Dublin 4 but will be required to travel within Ireland and abroad in carrying out your responsibilities.
You will be required to travel to the United States of America and other locations from time to time. Where you are required to work outside Ireland for a period of at least one month, prior to departure, you will be provided with written terms and conditions which will apply for the period spent abroad.
You will determine your own hours of work and will be required to work the requisite hours and days in order to best perform your duties and to this end a degree of flexibility will be required on your part. You shall work a minimum of 37.5 hours per week from 9:00 am to 5:30 pm Monday to Friday, with a break of one hour for lunch each day. No
extra remuneration will be paid for additional hours worked or where work is required to be performed on a weekend.
You will report directly to the Vice President, Product Development, Michael Desjardin. However the reporting structure may change from time to time, at the discretion of the Chief Financial Officer, the Chief Executive Officer or the Board of Directors (the “Board”).
Your initial salary will be €170,000 per annum and shall accrue from day to day. This will be paid to you monthly in arrears on the last day of each month by credit transfer directly to your bank account. Your salary will be subject to annual review each year on the anniversary of the date of this contract. There is no obligation to award an increase. There will be no review of the salary after notice has been given by either party to terminate your employment.
All payments to you will be subject to deductions of tax, PRSI, Universal Social Charge and any other deductions required by law or provided for in this contract. You will be notified each month by the Company of the amount of your gross and net remuneration and of the nature and amount of all deductions.
For the purposes of the National Minimum Wage Act, 2000, the pay reference period shall be a month. In accordance with section 23 of the Act, you may request from the Company a written statement of your average hourly rate of pay for any pay reference period (other than a current pay reference period) falling within the twelve month period immediately preceding the request.
The Company may deduct from your salary, or other sums owed to you, any money owed to the Company by you. Where the Company suffers loss as a result of your actions or omissions, deductions will be made only after you have received written notification providing at least one full week’s notice that the deduction will be made. The deduction must take place within 6 months of the loss/cost originally being incurred.
You may be entitled to be considered for a bonus based on your performance. Any bonus payment will be made entirely at the sole discretion of the Board, at such intervals and subject to such conditions as the Board may in its absolute discretion determine from time to time.
Any bonus payment to you shall be purely discretionary and shall not form part of your contractual remuneration under this contract. If the Company makes a payment to you, it shall not be obliged to make subsequent bonus payments.
You will not be entitled to a bonus if your employment has been terminated, or notice of such termination has been given by either you or the Company, prior to the date the bonus is paid.
Subject to approval by the Board of Director, your offer includes a grant of options to purchase 3,150 Jazz Pharmaceuticals ordinary shares and a grant of 1,575 restricted stock units (RSUs) giving you a right to receive Jazz Pharmaceuticals ordinary shares at a future date. Subject to the plan as in effect and your continued employment on each vesting date as per the Company equity plan.
All properly vouched and authorised expenses incurred by you on Company business will be reimbursed by the Company.
You will be entitled to 21 days’ holidays (exclusive of all Irish bank and other public holidays in accordance with the Organisation of Working Time Act 1997) in each year. Your holidays are to be taken by arrangement with the Company, at such time or times that the Company considers to be most convenient having regard to the requirements of your position.
The Company’s holiday year runs from 1 January to 31 December. Holidays from the previous year may not be carried over to the following year except with the Company's consent. Upon notice of termination of employment being served by either party, the Company may, subject to the provisions of the Organisation of Working Time Act 1997, require you to take any unused holidays accrued at that time during any notice period. Alternatively, the Company may, at its discretion, on termination of the employment, make a payment in lieu of accrued contractual holiday entitlement.
If you are ill during a period of annual leave and have a valid medical certificate for the days that you were ill, these sick days will not be counted as annual leave days.
If on termination of employment, you have taken in excess of your accrued holiday entitlement, the Company shall be entitled to recover from you by way of deduction from any payments due to you or otherwise, one day’s pay for each excess day (calculated at l/260th of your salary for each excess day).
At this time, the Company has no pension scheme. The Company does provide access to a personal retirement savings account (PRSA). If you wish to begin making contributions to a PRSA, please contact Bridget O’Brien. If and when the Company installs a pension scheme, you will be eligible to participate in accordance with the plan.
You will carry out duties as assigned to you from time to time by the Company. Your area of work and/or specific responsibilities may be altered from time to time by the Company as the circumstances of the business dictate.
Subject to the provisions of Clauses 15, 16 and 22, your employment will continue until terminated by you or the Company giving the other at least 8 weeks’ written notice of termination (or, if longer, the period required by law).
PAYMENT IN LIEU OF NOTICE / GARDEN LEAVE
Where notice of termination of your employment is given, whether by you or the Company, the Company will have the right to:
pay you in lieu of notice the amount of your entitlement to salary in respect of such notice period; or
require you to cease performing or exercising during some or all of the remainder of any notice period some or all of the powers, authorities and discretions delegated to you in your employment and/or to cease attending your place of work during such period.
TERMINATION WITHOUT NOTICE
Your employment may be terminated without prior notice if, at any time after the date of this contract, you:
are guilty of any material breach or non-observance of the provisions contained in this contract;
are guilty of any serious or gross misconduct and/or negligence in the discharge of the duties of your employment or in connection with or affecting the business of the Company;
commit any serious act of dishonesty or repeated acts of dishonesty;
cease to be eligible to work in the Republic of Ireland; or
are convicted of a criminal offence which the Company considers affects or could affect your position within the Company (other than minor traffic offences).
The Company’s normal retirement age is 65. Your employment will end automatically on your 65th birthday if it has not terminated before then in accordance with the provisions of this contract.
Absences from work for whatever reason must be notified to your Manager as soon as possible before your usual start time on the first day of absence. You should telephone your Manager and confirm the reason for your absence and the expected length of such
absence. Text messaging and emails are unacceptable means of communication for this purpose.
Payment of salary for any absences attributable to illness will be entirely at the sole discretion of the Company.
If you are at any time prevented by illness, injury, accident or any other circumstances from discharging all your duties for a period of three consecutive days, then a satisfactory certificate will be required from your doctor in respect of such absence.
The Company reserves the right, at any time, to require you to undergo a medical examination by a Doctor or Consultant nominated by the Company, in which event you agree to consent to this request and the Company will bear the cost of such examination.
If your absence is or appears to be occasioned by actionable negligence, nuisance or breach of any statutory duty on the part of a third party in respect of which damages are or may be recoverable, you shall immediately notify your Manager of that fact and of any claim, compromise, settlement or judgment made or awarded in connection with it and all relevant particulars that the Company may reasonably require. You shall, if you have been in receipt of salary for a period of absence and if required by the Company, refund to the Company that part of any damages or compensation recovered by you relating to the loss of earnings for the period of sickness as the Company may reasonably determine less any costs borne by you in connection with the recovery of such damages or compensation, provided that the amount to be refunded shall not exceed the total amount paid to you by the Company in respect of the period of sickness.
DISCIPLINARY RULES AND PROCEDURE
You will conduct yourself with propriety at all times and with due regard for the Company and each of its associated companies and the clients and employees of each such company.
In the event that your conduct or performance falls short of the standards required by the Company or the Board in any respect, (other than cases of misconduct) you will receive at first instance, a verbal warning, followed, if necessary in the event of a repetition, by a written warning which, in appropriate circumstances, may be deemed to be a final written warning. In the event of further breach of conduct or poor performance, and following due investigation during which you will be afforded an opportunity to make whatever representations you consider appropriate, your employment may be terminated by the Company, with or without notice as is deemed appropriate. Where appropriate, because of the gravity of your conduct or performance, the Company reserves the right to commence this procedure at any stage
In order to investigate a complaint against you, the Company may suspend you on full pay for as long as may be necessary to carry out an investigation and hold a disciplinary hearing.
You consent to the Company monitoring and recording any use that you make of the Company’s electronic communications systems for the purpose of ensuring that the Company’s rules are being complied with and for legitimate business purposes. You shall comply with any electronic communication systems policies that the Company may issue from time to time.
You will not, except as authorised or required by your duties, reveal to any person, persons or company any information of a confidential or proprietary nature, including any trade secrets, secret or confidential operations, processes or dealings or any information concerning the organisation, business, finances, transactions or affairs of the Company, its subsidiary or associated companies or their existing or potential customers including but not limited to: client lists, prices, financial information, information on the marketing and development of products, which may come to your knowledge during the period of your employment with the Company (“Confidential Information”). You will keep all Confidential Information entrusted to you completely secret and will not use or attempt to use any Confidential Information in any manner which may injure or cause loss either directly or indirectly to the Company or any of its subsidiary or associated companies or their existing or potential customers or its or their business or businesses. This restriction will continue to apply after the termination of your employment without limit in point of time but will cease to apply to information or knowledge which may reasonably be said to have come into the public domain other than by reason of breach of the provisions of this contract.
You will not during the term of your employment with the Company make, otherwise than for the benefit of the Company, any notes or memoranda relating to any matter within the scope of the business of the Company, its subsidiary or associated companies or their existing or potential customers or concerning any of the dealings or affairs of any such company nor will you either during the term of your employment with the Company or afterwards use or permit to be used any such notes or memoranda otherwise than for the benefit of the Company, it being the intention of the parties that all such notes or memoranda made by you will be the property of the Company and left at its offices upon the termination of your employment with the Company.
In this Clause 21, “IP” means all intellectual property rights of whatever nature, including copyright (present and future), moral rights, patents, trademarks, trade names, domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in computer software, design rights, rights to inventions and database rights (whether or not any of these is registered and including any applications for registration of any such rights), rights to preserve the confidentiality of information(including trade secrets and know-how) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for and be granted, renewals or extensions of, and rights to claim priority
from, such rights and all similar or equivalent rights or forms of protection which may now or in the future subsist in any part of the world.
You will immediately disclose to the Company in writing full details of any discovery, invention, process or improvement in procedure made or discovered by you (whether or not in conjunction with any other person or persons) together with all works embodying IP rights while in the employment of the Company in connection with or in any way affecting or relating to the business of the Company, its subsidiary or associated companies or capable of being used or adapted for use therein or in connection therewith (“Inventions”). You acknowledge that all IP rights subsisting (or which may in the future subsist) in all such Inventions and works shall automatically, on creation, vest in the Company absolutely. To the extent that they do not vest automatically, you hold them on trust for the Company. You agree promptly to execute all documents and do all acts as may, in the opinion of the Company, be necessary to give effect to this clause.
If and whenever required so to do (whether during or after the termination of your employment), you will without charge and at the expense of the Company or its nominee apply or join in applying for letters, patents or other forms of protection for any IP referred to in this Clause 20 and execute all instruments and do all things considered necessary in the absolute discretion of the Company in relation to the said IP including vesting all rights and titles to such IP, when obtained, in the Company (or its nominee) as sole beneficial owner, or in such other person as the Company may require.
You irrevocably appoint the Company to be your attorney in your name and on your behalf to execute and do any such instruments or things and generally to use your name for the purpose of giving to the Company (or its nominee) the full benefit of the provisions of this Clause 21. A certificate in writing signed by any executive or the Secretary of the Company that any instrument or act falls within the authority conferred in this Clause 21.4 will be conclusive evidence that such is the case in favour of a third party.
You may not during the period of your employment with the Company, without prior written consent of the Company, engage, whether directly or indirectly, in any business or employment which is similar to or competitive with the business of the Company or its subsidiary or associated companies or which may in the Company’s opinion impair your ability to act at all times in the best interest of the Company.
In order to protect the Confidential Information and business connections of the Company to which you have access as a result of your employment, you covenant with the Company that you shall not:
for 6 months after the date of the termination of your employment, in the Republic of Ireland be employed, engaged, concerned or interested, in any business directly competing with the products sold by the Company or its subsidiary or associated companies at that time.
for a period of 6 months after the termination of your employment, offer to employ or otherwise entice away from the Company or its subsidiary or associated companies, any
person who was at any time in the twelve months prior to the termination of your employment with the Company employed or engaged by the Company or its subsidiary or associated companies.
for a period of 6 months after the termination of your employment, solicit or endeavour to entice away from the Company or its subsidiary or associated companies the business or custom of any firm, company or person who, during the 12 months before your termination of employment was a customer or prospective customer of the Company or its subsidiary or associated companies about whom you became aware or informed in the course of your employment, with a view to providing goods or services to that firm, company or person in competition with the services provided by the Company.
for a period of 6 months after the termination of your employment, be involved with the provision of goods or services to (or otherwise have any business dealings with) any firm, company or person who, during the 12 months before the termination of your employment, was in the habit of dealing with the Company or its subsidiary or associated companies, in the course of any business concern which is in competition with the business of the Company.
at any time after the termination of your employment, represent yourself as connected with the Company as agent, consultant, director, employee, owner, partner, shareholder or in any other capacity.
You acknowledge and agree that all of the restrictions contained in this contract are reasonable and necessary to protect the interests of the Company and its subsidiary and associated companies and you agree that the Company may seek equitable remedies to enforce them in addition to any other legal remedies it has.
The restrictions above apply to you acting directly or indirectly and on your own behalf or on behalf of, or in conjunction with, any firm, company or person.
The time periods for which the restrictions apply shall be reduced by any period that you spend on garden leave.
If any provision in this Clause 22 is deemed to be, or becomes invalid, illegal, void or unenforceable under applicable laws, such provision will be deemed amended to conform to applicable laws so as to be valid and enforceable (including, by way of example, by restricting the area, duration and/or scope of the covenants in to such area, duration and/or scope as would be held reasonable), or if it cannot be so amended without materially altering the intention of the parties, it will be deleted, but the validity, legality and enforceability of the remaining provisions of this contract shall not be impaired or affected in any way.
The first six months of your employment will be on a probationary basis. The Company may, at its discretion, extend the probationary period for a further period of up to four months where it deems appropriate. During the probationary period your performance and suitability will be monitored and your employment is subject to the satisfactory completion of the probationary period. Your employment may be terminated at any time
during the probationary period on the giving of two weeks’ notice by you or by the Company. The Company reserves the right to make a payment in lieu of notice.
DATA PROTECTION ACTS 1988 AND 2003
You hereby acknowledge that during the course of your employment with the Company, the Company will keep personal data and sensitive personal data (e.g. doctor’s certificates or medical reports) relating to you on computer and in manual files/paper files. You hereby acknowledge and agree that the Company is permitted to hold and process personal information about you as part of its personnel and other business records and may use such information in the course of the Company’s business. You further agree that the Company may disclose such information to third parties in the event that such disclosure is in the Company’s view required by the proper conduct of the Company’s business. This clause applies to information held, used or disclosed in any medium.
The Company takes seriously its obligations regarding the safety, health and welfare of its employees and in that regard your attention is drawn to the Company safety statement (which is available for viewing on the intranet). By signing this contract, you agree to take reasonable care of your own safety and health and that of any other persons who may be affected by your acts or admissions while at work. You also agree to cooperate with the Company and any other person to enable compliance with any provision of the Safety, Health and Welfare at Work Acts 1989 and 2005 and any Regulation made thereunder.
There is no collective agreement which directly affects your employment.
Notices. Any notice under this contract will be given in writing and will be deemed to have been duly given if delivered personally to the addressee or the duly authorised agent of the addressee or sent by prepaid registered post to the last known address of the party to whom such notice is given. Any such notice will be deemed to have been duly given at the time of delivery if delivered personally, or two working days after posting if sent by prepaid registered post.
Entire Agreement. This contract is in substitution for all previous agreements and undertakings (if any) either written or verbal between the Company and you, and all such agreements and undertakings will be deemed to have been terminated by mutual consent as from the date of your execution of this contract.
Governing Law and Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of Ireland, and shall be subject to the exclusive jurisdiction of the Irish courts.
The information contained in this contract constitutes a written statement of particulars of your employment with the Company in accordance with the requirements of section 3 of the Terms of Employment Act 1994 and 2001.
If you choose to accept the terms and conditions of employment set out in this contract, please sign the enclosed copy of the contract and return it to me.
/s/ Fintan Keegan
Duly authorised for and on behalf of
Jazz Pharmaceuticals Ireland Limited
I accept employment with the Company on the terms and conditions as set out in the Company’s contract of which this is a copy.
/s/ Finbar Larkin
22 Feb 2013