Directors' Remuneration Report
(CONTINUED)
TYRATECH, INC. • ANNUAL REPORT 2011 • PAGE 24
Executive Directors are entitled to make contributions from
salary into the Group's 401(k) (see Directors' Pension Arrangements
below). The Group funds the provision of private medical
insurance cover for Executive Directors and their immediate
family and Executive Directors participate in the Group's
life insurance scheme, which has a lump sum payment in the
event of death in service.
EXECUTIVE DIRECTORS' SERVICE CONTRACTS
Dr. Armstrong 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. On January 4, 2010 Dr. Armstrong
resigned and received a termination payment of US$547,500
payable through to March 2011.
Mr. Reade entered into a employment agreement with the
Company on May 16, 2010, the principle terms of which are
that if the Company terminates his employment, other than
for good cause, or if he resigns with good reason, he will be
eligible, but not entitled to a sum equal to his annual base salary
and bonus, as well as accelerating the vesting of shares
which would become free of re-purchase obligations for the
complete year after the date of termination. Mr. Reade may
terminate the employment agreement on six months written
notice.
NON-EXECUTIVE DIRECTORS' LETTERS OF APPOINTMENT
Mr. Reade and Mr. Riley 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 was 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
three year period. 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. This fee arrangement
with Mr. Reade was terminated when he assumed the
Executive Chairman post. Mr. Riley was entitled to fees of
£35,000 for the year payable directly. Mr. Regan was appointed
as a representative of Laurus/Valens and received no fees
during the year. Mr. Hills entered into an agreement with the
Group on July 9, 2010 which governs his term and conditions
of his appointment as a non-executive Director of the Group.
This appointment was 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 three year
period. Mr. Hills is entitled to fees totaling $55,000 per year.
In addition to fees, the Company reimburses the independent
Non-Executive Directors for all reasonable out-of-pocket
expenses incurred.
