EMPLOYMENT CONTRACT
BETWEEN: BIOSYNTECH INC., a Company duly incorporated under the
laws of the Province of Quebec, having its head office
at 475 Armand Frappier Blvd., Montreal, Province of
Quebec, H7V 4B3, duly represented herein by Dr.Amine
Selmani, President, duly authorised to do so as he
declares,
(Hereinafter referred to as the "Company")
AND: MARIE-CLAIRE PILON, domiciled and residing at 2-121
MacKay Street, Ottawa, Province of Ontario, K1M 2B4
(Hereinafter referred to as the "Executive")
WHEREAS the Company wishes to retain the services of the Executive as Chief
Executive Officer;
WHEREAS the Executive represents that she possesses the necessary qualifications
and experience and wishes to provide the Company with the benefit of such
experience;
AND WHEREAS the parties wish to enter into a formal Employment Contract;
BOTH PARTIES HAVE AGREED AS FOLLOWS:
1. Term
1.1 The Company hereby agrees to employ the Executive as Chief
Executive Officer for the Company and the Executive agrees to
accept such employment, all in accordance with the express
terms, duties and obligations hereinafter set forth. The
Executive will be an Executive of the Company as of the
Effective Date and will be entitled to the rights and
benefits provided by the Company to its employees.
1.2 Subject to Section 5, the present agreement shall be for a
period of three years and will become effective on August 7,
2000 (hereinafter referred to as the "Term").
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2. DUTIES
2.1 The Company will employ the Executive on a full time basis in
the position of Chief Executive Officer reporting to the
President. The Executive's responsibilities are those
inherent with the position of Chief Executive Officer. The
Executive shall carry out her duties and exercise her powers
in connection with the Employer as the Board of Directors of
the Employer shall from time to time reasonably require and
confer upon her;
2.2 The Executive shall, during the term of this agreement:
1) devote her full time and effort to the Company, well
and faithfully serve the Company and use her best efforts,
talents and endeavors to promote the interest of the Company;
and
2) carry out such other duties has may be from time to
time, assigned to her by the board of directors of the
Company.
2.3 The Executive shall not without prior written consent of the
Employer fulfill a paid function or a time-consuming non-paid
function on her own behalf or that of third parties;
3. COMPENSATION
3.1 The Executive shall be entitled to an annual salary of
$165,000 Can. The salary will be reviewed annually by the
Compensation Committee of the Company. Bonuses may be paid to
the Executive at the discretion of the Compensation Committee
The Executive shall be entitled to an initial allocation of options to
acquire 175,000 shares in accordance with the Employer's Stock Option
Plan, at a price of US$4.00 per share, the whole subject to the
approval of regulatory authorities having jurisdiction and to the terms
and conditions of the Plan. The said options shall vest in three yearly
installments, the first of which shall be for 50,000 shares and shall
occur on the first anniversary date of this Agreement; the second of
which shall be for 50,000 shares and shall occur on the second
anniversary date of this Agreement; and the third of which shall be for
75,000 shares and shall occur on the third anniversary date of this
Agreement.
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The Executive shall be entitled to three weeks paid vacation.
Additional vacation allotments shall be determined by the President.
The Company will cover reasonable entertainment business expenses of
the Executive.
The Executive shall be entitled to a car allowance of $1,000 per month
and to the reimbursement of all reasonable relocation expenses.
4. RESTRICTIVE COVENANTS
4.1 The Executive acknowledges that as a result of her
employment, she will be in a position to obtain confidential
information which is highly important to the Company. Such
confidential information includes, but is not limited to, all
present and future technical knowledge, unpatented or
unpatentable inventions, manufacturing and trade secrets,
processes, manufacturing procedures, methods, discoveries,
concepts, formulas, techniques, systems, data, results,
drawings, algorithms, models, prototypes, products developed
by and for the Company in whatever form, codes, ideas,
designs, integrated circuit topographies, trademarks,
copyrights, business information relating to the Company's
inventions or products, researches and developments,
strategies and methods which are not standard industry
practices, proposals, industrial skills, operating and
testing procedures, production processes, finances,
customers, marketing, and future business plans (hereinafter
referred to as the "Confidential Information").
The Executive agrees that she will maintain in confidence and will
not disclose or make use of, other than for the benefit of the
Company, at any time during or after the term of her employment with
the Company, without the prior written consent of the Company, any
Confidential Information whether or not the Confidential Information
is in writing or in any other form.
Upon termination of her employment or upon request by the Company,
the Executive will deliver to the Company any and all written and
tangible material in the Executive's possession incorporating the
Confidential Information or otherwise relating to the Company's
business.
This obligation with respect to the Confidential Information extends
to information belonging to the customers and suppliers of the
Company, or persons or entities who license Confidential Information
or technology rights from or to the Company, and who may have
disclosed such information to the Executive.
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4.2 The Executive undertakes, throughout the employment period
and for a period of one year thereafter, for any reason
whatsoever, not to either directly or indirectly, as
principal, agent, officer, consultant or investor, either
work, invest (except for passive investments in securities of
a publicly traded company) or render any services to any
individual, partnership, company, government agency or
others, who are directly competing with the Company and its
core technologies.
4.3 Throughout the employment period and for a period of two (2)
years thereafter, the Executive agrees that, directly or
indirectly, she will not solicit customers or suppliers of
the Company in such a way as to compete directly with the
Company's core business nor will she encourage any person
employed by the Company to leave the Company or employ or
solicit for employment any person who is, at the time of
employment or solicitation, employed by the Company.
4.4 The Executive acknowledges that any violation of the
provisions of this Section 4 may cause irreparable harm to
the Company and that damages are not an adequate remedy.
Therefore, the Executive agrees that the Company shall be
entitled, in addition to all other rights provided by law or
by this agreement, to obtain an injunction to prevent the
Executive or a person acting on her behalf, from violating
these provisions. The Executive hereby agrees that all
restrictions contained in this Section 4 are reasonable and
will not prevent the Executive from earning her living.
4.5 The Executive hereby assigns to the Company, and confirms
that the Executive has assigned all of her rights, title and
interest throughout the world in and to any invention,
copyright, design, integrated circuit topography, discovery,
improvement to any of the Company's products and any other
intellectual property rights developed by the Executive
during the course of her employment with the Company and for
a period of six (6) months thereafter. The Executive hereby
waives her rights in all work created by the Executive during
the course of her employment with the Company.
4.6 Upon request by the Company, the Executive shall execute and
deliver such additional or further documents, assignments,
concepts and other instrument as the Company may reasonably
request for the purpose of effectively carrying out this
agreement including without limitation, any instruments
deemed necessary by the Company to register any intellectual
property rights in the Company's name or to protect or to
defend its rights on such intellectual property.
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4.7 If any part of clause of this Article 4 be determined to be
void or unenforceable in whole or in part, it shall not be
deemed to affect the validity of the remainder thereof, each
part or clause being thereby declared separate and distinct
covenants. In the event this covenant not to compete shall be
determined by any Court to be too broad in geographic
restriction, or too broad in scope, or to endure for too long
a period of time, the Executive agrees that said covenant not
to compete shall be only for such geographical area, scope
and period of time determined by the Court to be reasonable.
5. TERMINATION
5.1 The Company may by written notice terminate this Agreement
with immediate effect if:
1) the Executive becomes substantially disabled or
incapacitated and is unable ro perform her duties and
obligations under this Agreement for a period of twelve
months in any twenty-four month period; or
2) without Cause, by giving the Executive a written
notice of termination and delivering her full compensation
for a period of six months, if such notice is delivered
within the first three months following the commencement of
the Term; or
3) without Cause, by giving the Executive a written
notice of termination and delivering her full compensation
for a period of twelve months, if such notice is delivered
after the first three months following the commencement of
the Term.
5.2 The Company may terminate this Agreement with Cause by giving
the Executive a written notice of termination. Upon
termination with Cause the Executive is not entitled to any
indemnity;
5.3 "Cause" includes, without limitation:
1) Executive's material breach of any provision of this
Agreement and her failure to cure that breach after having
been given notice in writing and a reasonable opportunity to
cure the breach specified in the notice;
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2) Without limiting the generality of subparagraph a),
Executive's breach of the restrictive covenants set forth in
section 4;
3) Executive's willful commission of any act or her
failure to act that causes material harm to the Company or
any of its affiliates' standing, reputation, business or
financial condition, provided that such act or failure to act
is not in accordance with the instructions or directions
given to the Executive by the President or the Board of
directors of the Company, and provided that the Executive was
not acting in the best interest of the Company;
4) Executive's commission of crime or offense that
would, in the judgement of the President, impair Executive's
ability to perform her duties and discharge her
responsibilities under this Agreement;
5) Executive's commission of any act involving
dishonesty, disloyalty to the Company or fraud or Executive's
violation of any rules, law or order having a material
negative impact on the Company;
6) The voluntary or involuntary bankruptcy of Executive.
6. FULL FORCE AND EFFECT
6.1 In the event where any one of the provisions of this
Agreement is considered invalid by a competent court in
Quebec, the parties hereto agree that the remainder of this
Agreement shall continue to have full force and effect.
7. APPLICABLE LAW
7.1 This Agreement shall be governed by and construed in
accordance with the laws of Quebec. Any dispute arising
between the parties hereto shall be referred to the competent
court in Quebec. 1.1
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8. NOTICE
8.1 The addresses of the parties for notice purposes are as
follows:
BIOSYNTECH INC.
475 Armand Frappier Blvd.
Montreal, Quebec, H7V 4B3
Attention: Mr. Amine Selmani, President
MARIE-CLAIRE PILON
2-121 MacKay Steet,
Ottawa, Ontario
K1M 2B4
or such other address as may be given by either party to the other
in writing from time to time, all notices shall be sent by
registered mail postage prepaid or by personal delivery;
9. LANGUAGE
9.1 La presente convention a ete redigee en anglais a la demande
des parties. This agreement has been drawn in English at the
request of all parties.
IN WITNESS WHEREOF the parties have duly signed this Agreement in two
(2) counterparts on the 7th day of August 2000.
BIOSYNTHECH INC.
/s/ AMINE SELMANI
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Per: DR. AMINE SELMANI
/s/ MARIE-CLAIRE PILON
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MARIE-CLAIRE PILON
