EXHIBIT 1.30
March 25, 1998
CONFIDENTIAL
Mr. Bob Newman
123 Courtenay Terrace
Sherwood Park, Alberta
T8A 5S6
Dear Bob:
SUBJECT: New Position, Relocation to Boston Area
I am pleased to offer you the position of Director, Marketing and Business
Development, reporting to Dr. Madiyalakan, located in our new U.S. office at 303
Wyman Street, Waltham, Massachusetts. Upon your permanent relocation to the
Boston area (which must be accomplished by August 15, 1998) you will receive a
salary of US $120,000. Until your permanent relocation, you will continue to
receive your current Canadian salary. You will be required to work periodically
in the Boston area until your relocation.
This cover letter and the attached Blaine Schamber explanation of the details
concerning your relocation constitute our offer letter. As you know, your
acceptance of this position is optional. If you do not indicate your acceptance
by signing below by April 15, 1998, the Company reserves the right to seek other
candidates, both from within and outside of the company. If not further agreed
in writing between you and the Company, this offer letter and your acceptance
thereof constitutes the entire agreement of your new U.S. appointment.
Sincerely, I hereby accept the offer letter and
terms therein.
/s/ Trudy Chimko 3/25/98 /s/ Bob Newman 4/20/98
Richard Bagley Date Bob Newman Date
President & CEO
(signed in absence to avoid delay)
ALTAREX MEMO:
Date: June 9, 1998
To: Robert Newman
From: Blaine Schamber
Subject: Additional Term Of Employment
Here are additional terms of employment that the Company has agreed to:
1. In addition to your salary the Company will provide you with $1,500 US
per month in lieu of moving your household to the Boston area and in lieu
of providing you with transportation back to the Edmonton area. These
payments will start in June and will be for a period of 24 months. These
payments are made to you provided that you are an employee of the Company
or a subsidiary of the Company and provided that you are living in the
Boston area.
2. During your employment with the Company, should you decide to relocate
your household to the Boston area before January 31, 1999 the Company
will pay for the household moving expense, but will deduct payments made
under 1. above from the amount paid for your household moving expense.
Upon notification of your desire to relocate your household to the Boston
area, the Company will stop the $1,50O US monthly payments.
FIRST AMENDMENT TO
EMPLOYMENT CONTRACT
This First Amendment (the "Amendment") to Employment Contract is
entered into as of this 19' day of June, 1998, by and among AltaRex Corp., a
body corporate having offices at the City of Edmonton, in the Province of
Alberta (the "Company"),AltaRex US Corp., a Delaware corporation having offices
in Waltham, Massachusetts ("AltaRex US"), and Robert Newman an individual
residing in Framingham, Massachusetts (the "Employee").
WHEREAS, the Company and the Employee are party to an Employment
Contract made January 1, 1997 (the "Employment Contract");
WHEREAS, the Employee has agreed to relocate to the Company's office in
the United States;
WHEREAS, in consideration of the Employee's relocation, the Company and
the Employee desire to make certain amendments to the termination provisions of
the Employment Contract; and
WHEREAS, the Employee and the Company desire that the Company assign
the Employment Contract to the Company's wholly-owned U.S. subsidiary AltaRex
US, and AltaRex US desires to assume the Employment Contract;
NOW THEREFORE, in consideration of these premises, the mutual covenants
and promises contained herein, and other good and valuable consideration, the
receipt and sufficiency of which are acknowledged, the parties hereto agree as
follows:
1. Capitalized Terms. Capitalized terms used herein and not otherwise
defined shall have the meanings ascribed to them in the Employment
Contract.
2. Amendments.
(a) Section 2.01 of the Employment Contract is hereby amended to
read in its entirety as follows:
2.01 The Company agrees to employ the Employee in the
position of Director of Medical Marketing and
Business Development and the Employee agrees to
accept employment on the terms and conditions herein
contained.
(b) Section 8.03 of the Employment Contract is hereby amended to
read in its entirety as follows:
8.03 If the employment relationship between the Employee and the Company is
terminated and a Termination Event has not occurred, the Employee shall
be entitled to one year's salary based upon the amount (in Canadian
dollars) set out in Section 3.01 of this Agreement; provided, however,
that in the event that at the time of such termination the primary
location of the Employee's performance of duties hereunder is the
United States, the Employee shall be entitled to the greater of:
i. one year's salary based upon the amount (in Canadian dollars)
set out in Section 3.01 of this Agreement (Can $80,000), and
ii. six month's salary based upon the amount (in US dollars) that
the Company is paying to the Employee at the time of such
termination in consideration of the Employee's relocation to
the United States.
Such severance compensation shall be paid to the Employee so as to
maximize any reduction in income tax payable thereon as permitted by
the Income Tax Act (Canada) and agreed to by the Company.
(c) Section 10-06 of the Employment Contract is hereby amended to
read in its entirety as follows:
10.06 This Agreement shall be governed by and construed in
accordance with the laws of the Commonwealth of
Massachusetts. The Company and the Employee hereby
consent to the jurisdiction of the federal courts of
the United States located in the Commonwealth of
Massachusetts or the state courts of the Commonwealth
of Massachusetts in connection with any controversy
arising out of the operation of this Agreement, and
each agrees not to bring any action or proceeding
arising out of relating to this Agreement in any
other court.
3. Assignment and Assumption of Employment Contract. The Company hereby
transfers, conveys and assigns the Employment Contract to AltaRex US,
and AltaRex US agrees to assume, perform and discharge all obligations
under the Employment Contract. The Employee hereby acknowledges and
consents to such assignment and assumption. All references in the
Employment Contract to the Company shall be deemed to refer to AltaRex
US.
4. Miscellaneous Provisions.
(a) This Amendment shall be governed by and construed in
accordance with the laws of the Commonwealth of Massachusetts.
The Company, AltaRex US and the Employee hereby consent to the
jurisdiction of the federal courts of the United States
located in the Commonwealth of Massachusetts or the state
courts of the Commonwealth of Massachusetts in connection with
any controversy arising out of the operation of this
Amendment, and each agrees not to bring any action or
proceeding arising out of or relating to this Amendment in any
other court.
(b) This Amendment, together with the Employment Contract and that
memorandum notifying the Employee of his relocation to the
Company's office in the U.S. dated March 25, 1998 constitutes
the entire agreement between the parties and supersedes all
prior agreements and understandings, whether written or oral,
relating to the subject matter hereof.
(c) In all respects other than as specifically provided in this
Amendment, the Employment Contract is hereby ratified and
affirmed. IN WITNESS WHEREOF, the parties hereto have caused
this Amendment to be executed as of the day and year first
above written.
ALTAREX CORP. EMPLOYEE
By: /s/ Blaine Schamber /s/ Robert Newman
Name: Blaine Schamber Robert Newman
Title: Vice President, Finance
ALTAREX US, CORP.
By: /s/ Richard Bagley
Name: Richard Bagley
Title: President & CEO