LETTER OF APPOINTMENT FOR A NON-EXECUTIVE DIRECTOR
M. Germano Giuliani
9, Boulevard de Suisse
June 9, 2020
Dear Mr. Giuliani:
Letter of appointment
The board of directors (the Board) of Royalty Pharma plc (the Company) is pleased to confirm your appointment to the Board as a non-executive director.
This letter sets out the main terms of your appointment. If you have any questions about or are concerned with any of the terms, or need any more information, please let me know.
By accepting this appointment, you agree that this letter is a contract for services as a director and is not a contract of employment and you confirm that you are not subject to any restrictions which prevent you from holding office as a director.
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Appointment and Termination
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Subject to the remaining provisions of this letter, your appointment under this letter shall be effective from the completion of the Companys initial public offering (the IPO) until the earliest of (a) termination by you giving the Company prior written notice; (b) your removal as a director pursuant to the terms of the Companys articles of association, as amended from time to time (the Articles); and (c) subject to paragraph 1.6 below, your retirement at the next annual general meeting of the Companys shareholders (AGM), unless the appointment is renewed at such AGM. It is expressly acknowledged and understood that this appointment is contingent upon the IPO and, if the IPO does not occur, this letter of appointment shall be null and void.
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Your appointment is subject to the Articles. Nothing in this letter shall be taken to exclude or vary the terms of the Articles as they apply to you as a director of the Company. The Articles require all the directors to retire annually and seek re-election at each AGM.
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Continuation of your appointment is contingent on your continued satisfactory performance, re-nomination by the nomination and corporate governance committee and approval of the Board, and re-election by the shareholders and any relevant statutory provisions and provisions of the Articles relating to removal of a director. If you are not re-nominated or approved by the Board, the shareholders do not re-elect you as a director, or you are retired from office under the Articles, your appointment shall terminate automatically, with immediate effect and without further compensation.
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Subject to paragraph 1.6, any term renewal is subject to the recommendation of the nomination and corporate governance committee and review and approval of the Board as well as AGM re-election.
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You may be requested to serve on one or more Board committees. In such case you will be provided with the relevant terms of reference on your appointment to such a committee.
Please indicate your agreement and acceptance of these terms by signing and returning the attached copy of this letter to George Lloyd, General Counsel.
/s/ Pablo Legorreta
For and on behalf of Royalty Pharma plc
I confirm and agree to the terms of my appointment as a non-executive director of Royalty Pharma plc as set out in this letter.
|/s/ M. Germano Giuliani|
|Signed on June 9, 2020|
|by M. Germano Giuliani|