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EXHIBIT 10.91
[COLLAGEN LETTERHEAD]
EMPLOYMENT CONTRACT
between
COLLAGEN INTERNATIONAL, INC., World Trade Center, Avenue Gratta Paille 2/CP 430,
1000 Lausanne 30 Grey, Switzerland ("CII"), a wholly owned subsidiary of
Collagen Corporation, Inc., the Employer. In this agreement, references to
Collagen Corporation shall be understood, when the context so requires, as a
reference to the Employer.
and
JEAN-PIERRE CAPDEVIELLE, 25, rue Duvergler, 33200 Bordeaux, France.
The parties enter into the following Employment Contract governed also by
Articles 319 sq. of the Swiss Code of Obligations ("CO").
Article 1: POSITION
Collagen employs Mr. Capdevielle as Vice President Managing Director
International on a full-time basis, subject to obtaining the work permit.
Article 2: DESCRIPTION OF THE ACTIVITY
The duties are fully described in the job description attached hereto as
Attachment A.
Article 3: COMPENSATION
Collagen International shall pay Mr. Capdevielle as compensation for his
services:
- an annual base salary of SFr. 270'000.-- to be paid in thirteen
monthly installments;
- the thirteen month will be payable in December of each year,
pro-rated based on the number of months actually worked for that
calendar year;
- once a year, with effect as of July 1st, for the first time as
of July 1, 1997, the salary will be adapted based on a
performance and salary review by the Employer;
In case of commencement or termination of the employment in the course of a
year, the above payments are made on a pro-rata basis.
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Mr. Capdevielle will also be entitled to the following:
- - hire on bonus : SFr. 33'750.- to be paid after three months of
employment;
- - an executive bonus plan based on corporate objectives threshold 15% up
to a maximum of 45% based on corporate performance and individual
performance. This bonus will be prorated according to the length of
service, in fiscal year 1997.
This bonus is completely discretionary - the Employer has no commitment to pay
this or any other level of bonus if objectives are not met or if the Employee
leaves the Employer. The bonus level and objectives will be periodically revised
by the Employer in accordance with changes in the Employer's business
objectives.
Article 4: STOCK OPTIONS
Mr. Capdevielle will be eligible to receive 25'000.-- Collagen stock options,
subject to board approval.
Article 5: CAR
Collagen will provide Mr. Capdevielle with a car.
Article 6: STARTING DATE OF THE EMPLOYMENT
The starting date of the employment is 1st February 1997. Until the work permit
is finalised Mr. Capdevielle will be paid by Collagen France office.
Article 7: TRAVEL ADVANCE
Mr. Capdevielle will receive a travel advance of SFr. 2'500.-- which will be
reimbursed upon termination of this agreement.
Article 8: TRIAL PERIOD
The trial period shall be of 3 months duration following the date of employment,
during which the employment may be terminated at any time with 7 days notice.
Article 9: WORKING HOURS
As Vice President Managing Director International, Mr. Capdevielle will be
employed in a position of confidence and responsibility and he will be required,
from time to time, to work beyond normal business hours. Mr. Capdevielle's
compensation has been fixed with this understanding, and he shall consequently
have no right to claim additional compensation for such overtime work.
Article IO: -RELOCATION
Collagen will reimburse the cost of relocation at reasonable cost. Before any
decision is made, Mr. Capdevielle should provide Collagen with 2 quotations.
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Article 11: MISCELLANEOUS EXPENSES
Collagen will pay Mr. Capdevielle SFr. 10'00O.- to cover miscellaneous expenses
in connection with his move.
Article 12: INSURANCES
Mr. Capdevielle will be responsible to take appropriate private insurance
coverage, i.e medical for himself and medical and accident for his family.
Article 13: ACCOMMODATION
Collagen will pay Mr. Capdevielle up to a maximum of 30 days temporary standard
business hotel accommodation until he finds adequate residence for him and his
family. Collagen will pay 1 trip for his wife to locate such accommodation.
Article 14: TRAVEL EXPENSES
Collagen will pay SFr. 1'120.-- each month corresponding to travel expenses from
Lausanne to Bordeaux and return (first class train) until the end of June 1997.
Article 15: SCHOOLING
Collagen will provide for the 1st year's cost of tuition for Mr. Capdevielle's
children and for 50% of the 2nd year's cost. The third year will be at his own
expense. Collagen must approve the cost of schooling prior to the enrollment of
his kids.
Article 16: PROFESSIONAL TRAINING
Collagen favours professional training. It will facilitate, from a timing and
financial point of view, the attendance of approved courses.
Article 17: DUTY OF CARE, RULES RELATING TO ACTIVITY
Mr. Capdevielle will exercise his activity faithfully and as directed by
Collagen and undertakes to carefully preserve the interests of Collagen;
pursuant to Art. 321 e CO, he is liable for any damage caused intentionally or
by negligence to Collagen.
Article 18: CONFIDENTIALITY
Mr. Capdevielle undertakes to read, sign and comply with Collagen's Agreement
regarding Proprietary Information provisions contained in Attachment C hereto,
which forms an integral part of this contract.
Mr. Capdevielle further recognizes that the disclosure of Collagen documentation
regarding new or proposed products can substantially impair Collagen's
competitive position and jeopardize research and development efforts. Under no
circumstances may such information be removed from company premises or disclosed
to third parties without prior written approval from Collagen management. Where
such information is disclosed outside
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Collagen, appropriate confidential disclosure agreement must be executed prior
to disclosure.
Mr. Capdevielle shall also not discuss Collagen's "material" inside information
with anyone outside Collagen until the information has been fully disclosed to
the public. Information is "material" if it will influence investors to buy or
sell Collagen stock. Examples include impending announcements of major new
products, trends in sales, order of profitability (especially changes from
previously publicized information), an acquisition, financing or other major
commitments.
Employees possessing material inside information must refrain from trading in or
recommending purchase or sale of Collagen stock until there has been full public
disclosure of such information through properly authorized corporate channels.
Article 19: CONFLICT OF INTEREST
The employment will require the devotion of all Mr. Capdevielle's working hours;
and he may not perform any service to any other company, except as specifically
exempted in Attachment D, which is made an integral part of this Agreement
during the term of his employment.
Article 20: NON-COMPETITION
Mr. Capdevielle agrees during a period of one year, following the termination of
his employment, that he will refrain from accepting any employment by any direct
competitor of any company of Collagen, or its affiliates, or from engaging in
any activities competitive with Collagen's business.
If (i) Collagen International does not expressly release Mr. Capdevielle from
this noncompetition undertaking, and (ii) as a result of such non-competition
obligation Mr. Capdevielle cannot find new employment or can only find an
employment with a lower remuneration, Mr. Capdevielle shall be entitled, for a
maximum period of one year, to receive the difference between the lower salary
under his new employment and the higher salary under his employment with
Collagen International, but in any event not more than 50% of his last annual
salary with Collagen International under this Agreement. In addition to any
penalty for breach and any compensation for further damage, the Employer may
request the elimination of any situation violating this non-competition
undertaking.
Article 2l: HOLIDAYS/VACATION
Mr. Capdevielle is also entitled to the public holidays which are those of the
place where the Company is domiciled. Collagen undertakes to pay fixed salary to
Mr. Capdevielle during observed public holidays.
Mr. Capdevielle is entitled to four weeks vacation (20 workings days) during
each calendar year. If the employment starts or ends in the course of a calendar
year, he is entitled to vacation on a pro rata basis. Collagen undertakes to pay
a fixed salary to Mr. Capdevielle during his vacation.
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The parties shall agree together on the timing of the vacation whereby they have
to take into account the business interests of Collagen and the desires of Mr.
Capdevielle.
Article 22: ACCIDENT INSURANCE, LOSS OF SALARY INSURANCE, PENSION PLAN
Mr. Capdevielle is covered in the frame of Collagen's Collective Insurance Plan,
including accident insurance, loss of salary insurance and pension plan. The
rules of the respective policies and plans are applicable. A summary description
of Collagen benefits is attached as Attachment B.
Article 23: GENERAL EXPENSES
In order to allow him to perform his activity, CII shall pay for all of his
reasonable business expenses against receipts submitted. CII undertakes to
indemnify Mr. Capdevielle for all costs incurred for travel outside his
domicile.
No significant expenses, and in particular no travel by plane, may be charged to
Collagen International unless approved by Collagen International in advance. If
Mr. Capdevielle takes the train, he is entitled to reimbursement of a first
class ticket.
The above expenses will be paid to Mr. Capdevielle within 15 working days
following the close of a calendar month, based on a written monthly report as of
the end of the previous month.
Article 24: AUTHORITY
Mr. Capdevielle shall be granted the necessary authority to carry out his
day-to-day duties as Vice President Managing Director Intemational. This
authority is granted to him and restricted as detailed in Collagen's Delegation
of Authority. Mr. Capdevielle undertakes to read, sign and comply with the
Delegation of Authority provisions contained in Attachment E hereto, which forms
an integral part of this contract.
Article 25: DURATION AND TERMINATION OF THE EMPLOYMENT
The present Agreement is concluded for an undetermined period of time and may be
terminated by either party for the end of a calendar month by giving three
months notice after the trial period.
The particular provision of Art. 336 sq. and 336 c sq. CO are reserved.
Article 26: IMMEDIATE TERMINATION
The employment may be terminated without notice for just cause, as provided for
by Art. 337 sq. CO.
Article 27: RIGHTS AND OBLIGATIONS AT TERMINATION OF EMPLOYMENT
At the end of the employment, all claims of Mr. Capdevielle relating to his
salary and expenses incurred are due.
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At the end of the contract, each party must remit to the other party all items
received from such other party or from third parties for the account of such
other party for the duration of the employment. The right of retention provided
for by law is reserved. In particular, Mr. Capdevielle undertakes to remit to
the employer, at the end of the employment, all products, price lists, customer
lists, vehicles, travel tickets, as well as any advances received which exceed
the remainder payable to him. He may, however, retain for his own use travel
tickets, provided he pays to Collagen International the amount which Collagen
International would otherwise receive.
Article 28: CONTRACT AMENDMENTS
All amendments to this contract have to be made in writing.
Article 29: APPLICABLE LAW
All matters that are not specifically governed by this contract or the
attachments referred to therein are submitted to Art. 319 sq. CO as well as to
all other applicable federal and cantonal laws.
Made in Lausanne on 9th January 1997.
Collagen International, Inc. Jean-Pierre Capdevielle
/s/ SERGE ZIVKOVIC /s/ JEAN-PIERRE CAPDEVIELLE
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Serge Zivkovic