Exhibit 10.9
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Translation from French
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EMPLOYMENT CONTRACT
BETWEEN
SYNBIOTICS EUROPE SAS, whose registered office is at 299, avenue Jean Jaures,
69007 Lyon, registered with the Lyons RCS under number 412 381 212, and
represented by Mr. Kenneth M. Cohen, fully empowered for the purposes hereof,
pursuant to a decision of the Partners dated July 29, 1997,
Hereinafter referred to as the "Company"
ON THE ONE HAND
AND
Mr. Francois Guillemin, residing at 76, boulevard des Belges, 69006 Lyon, born
on February 18, 1950, a French national, Social Security No. 150026938608410,
ON THE OTHER HAND.
WITNESSETH:
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Pursuant to an employment contract dated March 30, 1977, Mr. Guillemin was hired
by Rhone-Merieux. Most recently, Mr. Guillemin held the position of delegate
responsible veterinarian in the diagnostics department of Rhone-Merieux. This
department was contributed to the Company on July 9, 1997 in the form of the
contribution of an autonomous branch of activity, thus the purpose of this
contract is to define the duties and conditions of Mr. Guillemin's employment
with the Company.
This contract cancels and supersedes any employment contract or any agreement or
understanding of any kind whatsoever which might have been entered into
previously with the Company or the legal entities of which it has become the
assign, it being understood that Mr. Guillemin shall under this contract retain
the benefits he had acquired prior to the contribution.
IT HAS BEEN DECIDED AND AGREED AS FOLLOWS:
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1. Mr. Guillemin shall be hired by the Company as Director of Research &
Development for an indefinite term. His seniority under his employment contract
dated March 30, 1977 shall be taken over by the Company.
2. As Director of Research & Development, and responsible pharmacist
veterinarian, Mr. Guillemin shall have the following responsibilities, the list
hereinafter being not limitative or exhaustive:
- - participation in preparing the Company's research and study program;
- - filing of the applications for authorization to market regulated products;
- - organization and supervision, in particular, of the manufacture, packaging,
storage, control and delivery of regulated products.
Mr. Guillemin shall report regularly on the developments in his activities to
the Committee responsible for research & development.
3. Mr. Guillemin shall receive a gross annual compensation of FF 832,510,
payable in 14 installments. Mr. Guillemin's gross annual compensation has been
agreed in view of the nature of his duties and responsibilities and shall be
independent of the time he will actually devote to performing his duties. This
compensation could be increased every year depending on the results achieved by
Mr. Guillemin and the Company. Mr. Guillemin may not, throughout the entire
term of this contract, carry on any professional activity other than the one
described herein, without first obtaining the Company's written consent.
4. In addition to this fixed compensation, Mr. Guillemin will receive a bonus,
pursuant to the Synbiotics group's senior managers' program, as determined from
time to time.
5. Mr. Guillemin will be granted options covering fifty thousand (50,000)
shares of Synbiotics Corporation. The purchase price of these shares will be
the share price at the close of trading on July 9, 1997. Each option shall be
valid for a period of 10 years, Mr. Guillemin being granted an option for 25% of
all the shares mentioned above upon expiration of each of the four first years
of his duties with the Company.
It is specified that in the event of transfer of the Company, Mr. Guillemin will
have the possibility, without respecting the above-mentioned conditions, of
acquiring the balance of the shares not already acquired by him on the date of
the transfer.
6. The Company shall provide Mr. Guillemin with a company car of the Monospace
type (Renault Espace) for his business and personnel requirements. The Company
shall bear the leasing costs of the vehicle and the reasonable expenses incurred
by Mr. Guillemin for his business activities, upon presentation of the
corresponding receipts, up to an approximate amount of FF 68,000 per year.
7. Mr. Guillemin will have 31 work days of paid vacation per year according to
legal conditions, in addition to the legal holidays granted by labor laws in
France, to be taking depending on work requirements.
8. Mr. Guillemin shall normally carry out his duties at the Company's
registered office in Lyon, it being understood that this place of work may, as
the case may be, be transferred to another place depending on work requirements,
it being understood that such transfer shall not constitute a material
modification of his employment contract.
The parties shall agree reciprocally, in good faith, on the terms and
conditions of this transfer.
9. In view of his duties, Mr. Guillemin will need to travel frequently for
business purposes both in France and abroad, which he declares that he expressly
accepts.
The business expenses on the one hand and the reasonable travel expenses on the
other hand which Mr. Guillemin incurs at such times will be reimbursed to him
upon presentation of receipts, in accordance with the usual practice applicable
within the profession.
10. Mr. Guillemin undertakes to respect the terms of the confidentiality
undertaking attached to this contract.
11. In the event of termination of this employment contract for dismissal other
than for serious or gross misconduct (faute grave or faute lourde), Mr.
Guillemin shall, in addition to the collective bargaining agreement and legal
severance payments, receive an amount equal to six months of salary.
In any event, the total amount received by Mr. Guillemin shall be equal to the
greater of (a) 12 months of salary or (b) the total amount of the legal and
collective bargaining agreement severance payments.
Moreover, an additional indemnity equal to six months of salary shall be paid to
Mr. Guillemin in the event that the termination of this contract occurs
following the acquisition of the Company by another company, or following any
change of control occurring in the Company's capital.
12. For all that is not provided for herein, the parties refer to the labor
regulations in force in France, and to the provisions of the National Collective
Bargaining Agreement of the Pharmaceutical Industry as extended.
Executed in two originals
In Lyon on October 12, 1997
Signature (preceded by the handwritten words
in French "lu et approuve" - read and approved)
/s/ Francois Guillemin /s/ Kenneth M. Cohen
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Francois Guillemin For Synbiotics Corporation