EXHIBIT 4.16
[DRAXIS LOGO]
June 14, 2000
PERSONAL & CONFIDENTIAL
Dr. Martin Barkin
54 Old Forest Hill Road
Toronto, Ontario
M5P 2P9
Dear Dr. Barkin:
Further to the Resolution dated April 19, 2000 (the "Resolution"), passed by the
Board of Directors of DRAXIS Health Inc. ("DRAXIS"), a copy of which is attached
to this letter agreement, we are writing to confirm the terms pursuant to which
the Board of Directors of DRAXIS will issue to you non-transferable options
("Options") entitling you to purchase 400,000 Common Shares of DRAXIS. We are
further writing to confirm Section 16(c)(4) and Section 24 of your Employment
Agreement as revised on April 15, 1999 (the "Employment Agreement") will be
deemed to be amended by this letter agreement.
Paragraph 3 of the Resolution specifies that you will enter into a letter
agreement which will confirm that the Options shall be exercisable, in
accordance with the terms of the Stock Option Agreement only so long as you are
in the continuous employment of DRAXIS, notwithstanding anything to the contrary
in your Employment Agreement, except where the cessation of employment results
from a change of control or disability, unless otherwise determined by the Board
of Directors.
In consideration for the grant of the Options set out in the Resolution, you
agree to the following terms:
1. The Options will vest in accordance with paragraph 2 of the Resolution
and shall be exercisable by you in accordance with the terms of the
Stock Option Agreement only so long as you remain in the continuous
employment of DRAXIS, except where cessation of employment results from
a change of control or disability, unless otherwise determined by the
Board of Directors.
2/
DRAXIS HEALTH INC., 6870 Goreway Drive, 2nd Floor, Mississauga, Ontario L4V 1P1
Tel: (905) 677-5500 Fax: (905) 677-5502
SANTE DRAXIS INC., 16751 Trans Canada Highway, Kirkland, Quebec H9H 4J4
Tel: (514) 694-8220 Fax: (514) 694-8201
Martin Barkin
June 14, 2000
Page 2
2. For clarity, in the event of resignation by you or termination of your
employment by DRAXIS for any reason, with or without cause (but
excluding termination due to a change of control or disability) (such
resignation or termination by DRAXIS collectively referred to hereafter
as "Termination of Employment") the Options which have not vested as at
the Termination Date (as defined below) will not vest and those Options
which have vested may be exercised only in accordance with the terms of
the Stock Option Plan. Upon Termination of Employment, the Termination
Date shall be the actual date of your resignation or termination by
DRAXIS of your employment and shall be deemed not to include the three
year period referred to in Section 16(c)(4) of the Employment Agreement
or any other period during which you may be in receipt of or eligible
to receive payments of any nature in lieu of notice of termination or
as severance.
3. In the event of Termination of Employment, for purposes of the Options,
Section 16(c)(4) of the Employment Agreement shall be deemed to be
amended as follows:
16(c) Termination by DRAXIS Without Cause and Without Notice
...
Except as outlined in Section 16(b), if your employment is
terminated without cause pursuant to this section, DRAXIS
shall:
(4) Permit you to retain and exercise all stock options,
Employee Participation Shares and other securities
which have vested or accrued during your employment
with DRAXIS or which will accrue or vest during the
three year period following termination of this
Agreement and your employment hereunder, as if you
had remained employed for that three year period.
Notwithstanding the foregoing, you shall not be
entitled to retain or exercise any non-transferable
options issued pursuant to the Resolution passed by
the Board of Directors, dated April 19, 2000, except
in accordance with the terms of the letter agreement
dated June 14, 2000.
4. This letter agreement shall not be applicable to the Options if there
is a termination of your employment due to a change of control or
disability, in which case Section 16(d) or Section 16(e), respectively,
of the Employment Agreement shall be applicable.
5. This letter agreement shall not apply to any stock options previously
granted to you by the Board of Directors, but shall be applicable only
to the Options granted pursuant to paragraph 1 of the Resolution.
3/
Martin Barkin
June 14, 2000
Page 3
6. Section 24 of the Employment Agreement shall be deemed to be amended by
this letter agreement so that the entire agreement between the parties
with respect to the terms and conditions of your employment shall be
the Employment Agreement, the DRAXIS Code of Ethics and this letter
agreement. Should there be inconsistency between this letter agreement
and the Employment Agreement with respect to the grant or exercise of
the Options, this letter agreement and the intent of the Resolution
shall prevail.
To signify your agreement with the terms of the grant set out in the Resolution
and the exercise of the Options as outlined above, please execute both copies of
this letter agreement and return one originally executed copy to the
undersigned.
Yours truly,
DRAXIS HEALTH INC.
Per: /s/ Brian King
----------------------------------------
Brian King
Chairman, Board of Directors
I have read and understand and, having had the opportunity to seek independent
legal advice, I accept the terms outlined above in this letter agreement.
28/6/00 /s/ Martin Barkin
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Date Dr. Martin Barkin
[COPY]
DRAXIS HEALTH INC.
The undersigned being all of the directors of DRAXIS Health Inc. (the
"Corporation") do hereby consent to the following resolutions:
OPTIONS TO MARTIN BARKIN
On recommendation of the Compensation Committee of the Board of
Directors,
RESOLVED THAT:
1. Non-transferable options (the "Options") are hereby issued to Dr.
Martin Barkin (the "Optionee") entitling the Optionee to purchase
400,000 Common Shares at $3.07, the closing price per Common Share
quoted on The Toronto Stock Exchange on April 19, 2000;
2. The Options shall be exercisable for a period of five years, subject to
the terms of the Stock Option Plan (the "Plan") and a stock option
agreement (the "Stock Option Agreement") shall be entered into between
the Corporation and the Optionee providing, in particular, that
one-third of the options shall become exercisable on the first, second
and third anniversaries of the date of the grant of the Options and
providing further that the Options shall become exercisable only so
long as the Optionee is in the continuous employment of the
Corporation, except where cessation of employment results from a change
of control or illness, unless otherwise determined by the Board of
Directors;
3. Optionee shall enter into a letter agreement with the Corporation
confirming that the Options shall be exercisable, in accordance with
the terms of the Stock Option Agreement only so long as the Optionee is
in the continuous employment of the Corporation, notwithstanding
anything to the contrary in the Optionee's Employment Agreement, except
where cessation of employment results from a change of control or
illness, unless otherwise determined by the Board of Directors;
4. There be reserved for issuance upon the exercise of the Options such
number of Common Shares as would be required to be issued assuming the
due exercise of all the Options;
5. Upon due exercise of the Options and upon payment of the exercise price
for the Common Shares, such Common Shares shall be issued as fully paid
and non-assessable to the Optionee;
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[COPY]
6. Upon due exercise of the Options, Montreal Trust Company of Canada, as
Registrar and Transfer Agent for the Common Shares is hereby authorized
and directed to countersign, issue, register and deliver to the
Optionee a certificate or certificates for such Common Shares as are
hereby issuable;
6. Any officer or director of the Corporation is hereby authorized and
directed to execute, under the corporate seal of the Corporation or
otherwise, stock option agreements to effect the foregoing; and
7. Any officer or director of the Corporation is hereby authorized and
directed to execute, under the corporate seal of the Corporation or
otherwise, and to deliver all such other instruments, agreements and
documents and to do all such acts and things as in his or her opinion
may be necessary or desirable in connection with the foregoing.
DATED this 19th day of April, 2000.
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Martin Barkin Leslie L. Dan
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George M. Darnell James P. Doherty
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Brian M. King Samuel Sarick
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Stewart D. Saxe John A. Vivash
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