Exhibit 10.14
EMPLOYMENT AGREEMENT
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BETWEEN: BIOSYNTECH CANADA INC., a corporation duly incorporated under
the laws of the Province of Quebec, having its head office at
475 Armand Frappier Boulevard, Laval, Province of Quebec, H7V
4B3, duly represented herein by Dr. Amine Selmani, President,
duly authorized to do so as he declares,
(Hereinafter referred to as the "Employer")
AND: AJAY GUPTA, domiciled and residing at 255 St. Louis,
Pointe-Claire, Province of Quebec, Canada.
(Hereinafter referred to as the "Employee")
WHEREAS the Employer wishes to retain the services of the Employee as its
Director of Business and Product Development;
AND WHEREAS the parties wish to enter into a formal employment agreement between
the Employer and Employee;
BOTH PARTIES HAVE AGREED AS FOLLOWS:
1. TERM
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1.1 The Agreement herein has been entered into for an indefinite period of
time beginning on November 20, 2000.
2. DUTIES
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2.1 The Employee is hereby employed by the Employer on a permanent and full
time basis and the Employee hereby accepts such employment to act for
and on behalf of the Employer as its Chief Operating Officer.
2.2 The Employee shall, during the term of this agreement:
1) devote his full-time and effort to the Employer, well and
faithfully serve the Employer and use his best efforts,
talents and endeavors to promote the interest of the Employer;
and
2) carry out such other duties has may be from time to time,
assigned to him by the board of directors of the Employer.
2.3 The Employee shall report to Marie-Claire Pilon, or to such person as
may be designated from time to time by Dr. Amine Selmani or by the
board of directors of the Employer;
3. DESCRIPTION OF FUNCTIONS
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3.1 The Employee shall be responsible for all the duties that the Employer,
acting reasonable, assigns to him including:
A) All aspects of Research and product development
B) Obtaining US FDA's and other regulatory agencies approval of
its facilities and chemical & biological products for
commercialisation.
4. COMPENSATION
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4.1 The Employee shall during the term of this agreement, receive the
following salary and benefits:
A) an annual base salary of one hundred and thirty five thousand
DOLLARS ($135,000) with an annual performance and base salary
review. The salary shall be payable in equal consecutive
bi-monthly instalments;
B) the option to subscribe to SEVENTY FIVE THOUSAND (75,000)
Class "A" shares of the capital stock of the Employer at an
exercise price of (US$1.25) each. The said options shall vest
in three equal tranches of 25,000 shares, the first to vest on
December 31, 2000, the second on December 31, 2001, the
balance on December 31, 2002. This stock option shall be
subject to the terms and conditions of the stock option
agreement annexed hereto as Schedule "A";
C) an annual vacation of three (3) weeks with pay, which he shall
take after consultation with the Employer;
D) A car allowance of 850 dollars per month.
5. RESTRICTIVE COVENANTS
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5.1 For good and valuable consideration hereby acknowledged to have been
received, the Employee hereby further covenants and agrees that he:
1) shall not while he remains an Employee of the Employer, either
alone or in conjunction with any other person of corporation
as principal, agent, or employee or
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in any manner whatsoever, directly or indirectly carry on or
be interested or advise, lend money to, or guarantee the
obligations of any business carried on at that time by
Employer;
2) shall not while he remains an Employee of the Employer and for
a period of three (3) years thereafter, employ or try to
employ any person who, at such moment, is employed by Employer
or try, directly or indirectly, to entice such person to quit
his employment without the prior written approval of the
Employer;
3) shall not while he remains an Employee of Employer and for a
period of three (3) years thereafter, try, directly or
indirectly, to solicit any of the suppliers or clients of
Employer for the purposes of competing with Employer; and
4) shall not while he remains an Employee of the Employer and for
a period of three (3) years thereafter, divulge or use for his
benefit or for the benefit of any person, firm, partner,
subsidiary, association, corporation or other entity, any
confidential or proprietary information concerning Employer or
the business of Employer which may have been communicated to
the Employee for the purpose of carrying out the terms of this
agreement or otherwise.
5.2 If any part of clause of the foregoing paragraph 5.1 be determined
to be void or enforceable in whole or in part, it shall not be deemed
to affect the validity of the remainder thereof, each part or clause
being hereby 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 Employee 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.
5.3 The Employee acknowledges and recognizes that any breach on his part of
the covenants set forth in subparagraphs 5.1 1), 2), 3) and 4) above
can cause the Employer irreparable damage and the Employer shall have
the right to institute injunctive proceedings against the Employer to
prevent any continued or further breach, in addition to any other
rights, claims or recourses that the Employer may have in law.
5.4 The Employee further declares that the restrictive covenants set forth
in for him to earn a livelihood.
6. TERMINATION
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6.1 The Employer may by written notice terminate this Agreement with
immediate effect if:
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A) the Employee becomes substantially disabled or incapacitated,
as determined by the President of the Employer at any time or
from time to time for an aggregate period of twelve (12)
months;
B) the Employee dies;
by giving the Employee a written notice of termination and delivering
him the reimbursement of salary not yet paid and an indemnity equal to
three (3) months of salary;
6.2 The Employer may terminate this Agreement with Cause by giving the
Employee a written notice of termination. Upon termination with Cause
the Employee is not entitled to any indemnity;
6.3 "Cause" includes;
A) Employee's material breach of any provision of this Agreement
and his failure to cure that breach after having been given
notice and opportunity to cure the breach;
B) Without limiting the generality of subparagraph 6.3 a),
Employee's breach of the restrictive covenants set forth in
section 5;
C) Employee's commission of act or his failure to act that causes
material harm to the Employer or any of its affiliates'
standing, reputation, business of financial condition;
D) Employee's commission of crime or offence that would, in the
judgement of the President, impair Employee's ability to
perform his duties and discharge his responsibilities under
this Agreement;
E) Employee's commission of any act involving dishonesty,
disloyalty of fraud or Employee's violation of any rules, law
or order (i) involving Employee or labor relations; or (ii)
having material impact on the Employer;
F) The voluntary or involuntary bankruptcy of Employee.
7. FULL FORCE AND EFFECT
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7.1 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.
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8. APPLICABLE LAW
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8.1 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.
9. NOTICE
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9.1 The addresses of the parties for notice purposes are as follows:
BIOSYNTECH CANADA INC
475 Armand Frappier Boulevard
Laval (Quebec)
H7V 4B3
Attention: Dr. Armine Selmani, President and chairman
AJAY GUPTA
255 St-Louis
Pointe-Claire (Quebec)
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;
10. LANGUAGE
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10.1 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 _______ day of ________ 2000.
BIOSYNTECH CANADA INC.
/s/ Armine Selmani
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/s/ Ajay Gupta
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