EXECUTION VERSION
EXECUTIVE EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made this 1st day of [September] 2021 between ACASTI PHARMA INC. (the “Company”) and BRIAN FORD (the “Employee”) (collectively referred to as the “Parties”)
RECITALS:
THEREFORE, the Parties agree as follows:
SECTION 1: DUTIES AND RESPONSIBILITIES
Starting on September 13, 2021 (the “Effective Date”), the Employee will be employed full-time by the Company as its Chief Financial Officer (“CFO”). The Employee will carry out those duties, responsibilities and reporting requirements which are ordinarily expected of a CFO, and such other reasonable duties as may from time to time be assigned by the CEO or the Board of Directors. The Employee will be covered under the Company’s Director and Officer (“D&O”) insurance policy, subject to the terms and conditions set out in such policy. The Company will also indemnify the Employee in accordance with the Company’s General By-Laws.
The Employee shall devote full working time and attention in the performance of the Employee’s duties with the Company and its affiliates. While an employee of the Company, the Employee will not, without obtaining the prior written consent of the Company, assume any other employment or engage in any other business, occupation or directorship, other than as a director of boards of directors for (i) charitable organizations or (ii) industry organizations related to the business of the Company. The Employee is a fiduciary of the Company and shall act at all times in the Company’s best interests.
The Employee’s office shall be remote. It is the expectation of the Company that the Employee will operate out of the Company’s headquarters in the Laval, Quebec area at least once per month (post-COVID 19 restrictions being lifted).
- 2 -
The Employee will comply with all Company rules and policies provided or made available to him, including the Code of Conduct and Insider Trading policy. The Company may, from time to time, amend, alter, change, delete or establish new rules and policies (collectively, the “Revised Policies”) to meet the business needs of the Company. The Employee agrees that, immediately upon receiving notice of and access to such Revised Policies, the Employee’s employment will be governed by such Revised Policies.
SECTION 2: REMUNERATION
The Employee will be paid an annualized salary in the amount of CDN $350,000 (the “Base Salary”), payable in accordance with the Company’s payroll practices, as may be amended from time to time. Future increases in Base Salary (if any) will be at the sole discretion of the Board.
A signing bonus in the amount of CDN $17,500 will be paid to the Executive as soon as practicable following the execution of this Agreement.
- 3 -
Plan”). The vesting of stock options (“Options”), and the subsequent exercise of such Options shall be governed in all respects by the Stock Option Plan and the grant documents.
The Employee will be eligible to participate in the Company’s employee benefit plans which are offered to other Canadian employees of the Company (the “Benefit Plans”), subject to the terms and conditions set out in the Benefit Plan policies. The Company regularly reviews the Benefit Plans, as well as its insurance carriers, and accordingly, reserves the right to amend or discontinue the Benefit Plans and change its carriers when deemed appropriate and without advance notice to the Employee.
The Employee’s annual vacation entitlement will be four (4) weeks per year. Such entitlement will be prorated for the calendar year in which the Employee commences employment and for any other year of partial employment. The Employee is required to arrange vacation time to suit the needs of the Company. Vacation entitlements, including treatment of unused vacation time, shall be in accordance with the Company’s vacation policy.
- 4 -
SECTION 3: TERMINATION OF EMPLOYMENT
The Employee or the Company may end the Employee’s employment as described below. The Employee will always receive all accrued compensation, vacation pay and benefits up to his last day of employment.
In either case, the Company will continue Employee’s benefit coverage for the minimum period required by the ESA.
- 5 -
SECTION 4: EMPLOYEE COVENANTS
The Employee shall not assist with, engage in or authorize the making or publishing of written or oral statements or remarks which are disparaging, deleterious or damaging to the integrity, reputation or goodwill of the Company, any affiliates, and/or their management.
The Company shall not assist with, engage in or authorize the making or publishing of written or oral statements or remarks which are disparaging, deleterious or damaging to the integrity, reputation or goodwill of the Employee.
The Employee shall sign and be bound by the standard Company’s Confidentiality and Intellectual Property Agreement attached hereto as Schedule “A”.
The Employee will not, either while employed with the Company or for a period of twelve (12) months subsequent to the Employee’s termination of employment for any reason, without the Company’s express written consent, either as an individual, or in conjunction with any other person, firm, corporation, or other entity, whether acting as a principal, agent, professional, manager, executive, consultant or similar capacity, engage in or in any way be concerned with any competitor of the Company within Canada or the United States. For the purposes of this Section and Section 4.3, a competitor of the Company is any business engaged in the development, manufacturing or commercialization of pharmaceutical drugs and applications for the treatment of rare and orphan diseases. Should the Company business cease given it has not been able to fund its continued operations, then this section 4.3 will no longer be applicable.
- 6 -
The Employee will not, either while employed with the Company or for a period of twelve (12) months subsequent to the Employee’s termination of employment for any reason, without the Company’s express written consent, either as an individual, or in conjunction with any other person, firm, corporation, or other entity, whether acting as a principal, agent, manager, executive, consultant or similar capacity, within Canada and the United States or any other country in which the Company carries on a business for which the Employee had responsibilities in last five (5) years of employment, solicit, attempt to solicit, or communicate in any way with any employees or full-time consultants of the Company for the purpose of having such employees employed or in any way engaged by another person, firm, corporation, or other entity.
Due to the sensitive nature of the Employee’s position and the special access that the Employee will have to the Company’s confidential information and intellectual property, the Employee will be in a position to irreparably harm the Company should the Employee (either during the Employee’s term of employment with the Company, or subsequent to the termination of such employment) enter into competition with the Company (directly or indirectly) or otherwise make use of the specialized knowledge, contacts and connections obtained during the Employee’s employment to the detriment of the Company. The Employee acknowledges that the unauthorized use or disclosure of such information could irreparably damage the Company’s interests if made available to a competitor, or if used against the Company for competitive purposes. The Employee agrees that the covenants and restrictions contained in this Section 4 are reasonable and valid in terms of time, scope of activities and geographical limitations and understands and agrees that they are vital consideration for the purposes of the Company entering into this Agreement. Competition in this section will be considered as defined in section 4.3. The Employee further acknowledges that a breach on any of his obligations under Section 4 shall entitle the Company to seek interim, interlocutory and permanent interim injunctive relief without proof of actual damages, specific performance or other equitable remedy in addition to any other relief to which the Company may be entitled.
SECTION 5: GENERAL
The Employee hereby represents and warrants that the Employee is not bound by any agreement, including any restrictive covenants, that may restrict the Employee from accepting employment with the Company and performing the duties assigned to him pursuant to this agreement.
If, in any jurisdiction, any provision of this Agreement or its application to either Party or circumstance is restricted, prohibited or unenforceable, the provision shall, as to that jurisdiction, be ineffective only to the extent of the restriction, prohibition or unenforceability without invalidating the remaining provisions of this Agreement and without affecting the validity or enforceability of such provision in any other jurisdiction, or without affecting its application to other parties or circumstances.
- 7 -
This Agreement, including the attached schedules and the agreements and other documents referenced in this Agreement, constitute the entire agreement between the Parties in respect of the employment of the Employee, and supersede and replace any and all prior agreements, understandings, representations, negotiations and discussions, whether express or implied, oral or written, pre-contractual or otherwise.
The Employee acknowledges that the Employee has read and understands the terms and conditions contained in this Agreement, and that the Company has provided a reasonable opportunity for the Employee to seek independent legal advice prior to executing this Agreement.
This Agreement will be binding upon and inure to the benefit of the Company and any successor to the Company, including without limitation any persons acquiring directly or indirectly all or substantially all of the business or assets of the Company whether by purchase, merger, consolidation, reorganization or otherwise (and such successor will thereafter be deemed the “Company” for the purposes of this Agreement), but will not otherwise be assignable, transferable or delegable by the Company
Section 4 of this Agreement shall survive the termination of this Agreement and the termination of the Employee’s employment for any reason and the obligation set out therein shall remain binding upon the Employee.
This Agreement is a contract made under and shall be governed by and construed in accordance with, the laws of the Province of Ontario and the federal laws of Canada applicable in the Province of Ontario.
Unless otherwise specified, all references to money amounts are to the lawful currency of Canada. All payments made by the Company to the Employee or for the benefit of the Employee shall be less applicable withholdings and deductions.
The language used in this Agreement shall be deemed to be the language chosen by the Parties to express their mutual intent, and the Agreement shall be interpreted without regard to any presumption or other rule requiring interpretation of the Agreement more strongly against the Party causing it to be drafted.
- 8 -
It is the intention of Employee and the Company to comply with the ESA. Accordingly, this Agreement shall (a) not be interpreted as in any way waiving or contracting out of the ESA; and
(b) be interpreted to achieve compliance with the ESA. This Agreement contains the parties’ mutual understanding and there shall be no presumption of strict interpretation against either party. It is understood and agreed that all provisions of this Agreement are subject to all applicable minimum requirements under the ESA. In the event that the ESA provides for superior entitlements upon termination of employment or otherwise (“statutory entitlements”) than provided for under this Agreement, the Company shall provide Employee with his statutory entitlements in substitution for his rights under this Agreement.
By execution of this document, the Employee acknowledges that he has read, understands and accepts these terms and conditions of employment. He further understands that his salary, benefits, job title and job duties may change from time to time without a written modification of this agreement.
(signatures follow on the next page)
- 9 -
IN WITNESS OF WHICH the Parties have duly executed this Agreement:
ACASTI PHARMA INC. |
By: |
Name: Jan D’Alvise |
Title: President and CEO |
Brian Ford
Employee
EXECUTION VERSION
SCHEDULE A CONFIDENTIALITY OF INFORMATION
AND OWNERSHIP OF PROPRIETARY PROPERTY AGREEMENT
THIS CONFIDENTIALITY OF INFORMATION AND OWNERSHIP OF
PROPRIETARY PROPERTY AGREEMENT is entered into as of the date set out below and is between ACASTI PHARMA INC. (the “Company”) and BRIAN FORD (the “Worker”).
BACKGROUND:
NOW, THEREFORE, in consideration of the Worker’s employment or engagement with the Company and other good and valuable consideration, the receipt and sufficiency of which is acknowledged by the Worker, the parties agree as follows:
- 11 -
- 12 -
any person involved in the services) and not assigned hereunder, the Worker hereby grants the Company and its successors a perpetual, irrevocable, worldwide royalty-free, non- exclusive, sublicensable right and license to exploit and exercise all such technology and intellectual property rights in support of the Company’s exercise or exploitation of the services, Proprietary Property, other work or information performed or provided hereunder, or any assigned rights (including any modifications, improvements and derivatives of any of them).
- 13 -
third-party intellectual property (including third party software, images, works or materials, third party patents or trade secrets, and open source software) without first (a) disclosing same to the Company together with the license therefor from such third party, and (b) receiving authorization from the Company for such incorporation or linkage.
- 14 -
such employment or engagement, the Worker provided services to or performed work of any kind for the Company Group or for the benefit of the Company Group.
[Signature page follows]
- 15 -
DATED September 23, 2021 .
|
BRIAN FORD |
ACASTI PHARMA INC. |
By: |
Name: Jan D’Alvise |
Title: President and CEO |
- 15 -
DATED
BRIAN FORD
itle: President and CEO
- 9 -
IN WITNESS OF WHICH the Parties have duly executed this Agreement:
Title: President and CEO
Brian Ford
Employee