Directors´ Remuneration Report
(continued)
20
Executive Directors´ Service Contracts
Dr. Armstrong has entered into a service agreement with the Group, the principal terms of which are that if the Group terminates his employment, other than for good cause, the Group shall pay to him the amount outstanding up to the date of the termination. In addition, if Dr. Armstrong´s employment is terminated by the Group without good cause or if he resigns with good reason, the Group shall pay an amount equal to the eighteen months´ base salary and bonus, as well as accelerating the vesting of shares which become free of re-purchase obligations in the current and subsequent year after the date of termination. If Dr. Armstrong had been terminated, other than for good cause, at December 31, 2008, the Group would have owed Dr. Armstrong US$1,095,000 (US$1,095,000 at December 31, 2007) (plus unit grants as outlined above) pursuant to his service agreement.
Kerdos Corporate Finance Limited (KCFL) has entered into a consultant agreement for the services of Mr. Bigsby as the Chief Financial Officer of the Group. Mr. Bigsby is entitled to participate in the 2008 Bonus Plan while engaged by the Group. The contract can be terminated without notice by the Group and with three months notice from KCFL.
Non-executive Directors´ Letters of AppAppAppointment
Dr. Vernon, Mr. Reade, Mr. Riley and Dr. Noonan entered into agreements with the Group on May 25, 2007, which govern the terms and conditions of their appointment as Non-executive Directors of the Group. Each appointment is for an initial term expiring upon conclusion of the next annual general meeting of the Group unless renewed at the end of that period for a further 12-month period. Dr. Vernon was entitled to fees totaling £47,500 for the year payable to Ziggus Holding Limited, of which Dr. Vernon is an employee. Mr. Reade was entitled to fees totaling £35,000 for the year payable to Global Strategy Expression Limited of which Mr. Reade is an employee. Dr. Noonan was entitled to fees totaling £32,500 for the year payable to T. K. Advisory Limited of which Dr. Noonan is an employee. Mr. Riley was entitled to fees
of £35,000 for the year payable directly. Mr. Szostak was appointed as a representative of XLTechGroup and received no fees during the year.
In addition to fees, the Company reimburses the independent Non-executive Directors for all reasonable out-of-pocket expenses incurred.
