EXHIBIT 1.31
May 4, 1999
Marlene Booth, M.Sc., R.A.C.
11 Judges Hill Drive
Norwell, MA
02061
Dear Marlene:
On behalf of the Company, I am pleased to offer you the position of Vice
President, Regulatory Affairs and Project Management at AltaRex Corp. reporting
to Christopher Nicodemus M.D., Senior Vice President, Clinical Research and
Development. I know you share with me and our employees the enthusiasm for the
opportunity AltaRex represents.
As Vice President of Regulatory Affairs and Project Management, you will be
responsible for directing and controlling all regulatory activities. This
includes developing and implementing strategies for optimizing external
regulatory review, maintaining proactive dialogue with relevant regulatory
authorities, providing expert analysis and evaluation of regulations, and
evaluating impact and analyzing trends of government regulatory activities. Your
project management responsibilities will involve directing other Company
departments in completing their projects in order to reach Company timelines.
You will be responsible for communicating with and updating other Senior
Management as to the status of each of these projects. Joe McPherson, Exec.
Director of Technical Operations and Quality Assurance, will assist you in
maintaining QA standards based on internal and external specifications and
enforcing corrective action necessary to assure conformity with quality
specifications. You will assure that finished products conform to government and
company standards and satisfy GMP regulations.
The terms of your offer are as follows (all amounts are in U.S. dollars):
Base Salary: $140,000 per annum, based on four (4) days per week,
with flexibility of time commitment as required to meet
the demands of the job. You will be paid in 24 equal
payments, with a commencement date of June 1, 1999.
Future time obligations to AltaRex are subject to
mutual negotiations and agreement to increase or
decrease commitment according to the requirements of
the position.
Performance Bonus: You will be eligible for bonus participation in 1999
and subsequent years if and as established by the Board
of Directors.
Sign-on Stock Options: You will be offered options to purchase 100,000 common
shares of the Company vesting 33 1/3% per year in
arrears annually over 3 years commencing on the date of
commencement of your employment with the Company. The
exercise price will be set by the Board of Directors in
accordance with the terms of the Company's stock option
plan, subject to the availability of appropriate
exemptions from Canadian and U.S. securities laws.
These options (to the extent they have vested) must be
exercised within the earlier of 90 days after any
termination of your employment and the expiry date of
the options established at the time of grant.
Corporate Benefits: You are eligible for our employee benefits immediately.
AltaRex Corp. will pay 100% of the premiums on your
behalf for health and dental coverage provided by
Guardian. A Life Insurance benefit of 1 times annual
salary and Long Term Disability coverage are provided
through the Company with Mutual of Omaha. An additional
Life Insurance benefit of $25,000 is provided through
Guardian. A 401K plan is available that matches the
employee's contribution up to a maximum of 3% of the
employee's salary as a Company contribution.
Leave: We will provide an annual paid vacation of four (4)
weeks accruing at 1.66 days per month. A planned
vacation dated August 6, 1999 to August 24, 1999 has
been approved by Dr. Nicodemus.
Agreements: As a condition of employment, you will be required to
sign customary invention, non-disclosure and
non-compete agreements.
Severance Compensation: You understand that your employment with the Company is
at will which means you or the Company may end the
employee relationship with or without notice. In the
event that your employment is terminated for reasons
other than just cause, the Company shall in exchange
for a release of claims which you may have against it,
provide salary continuation of six months. Just cause
for termination shall be deemed to exist upon a) a good
faith finding by the Company of your failure to perform
your assigned duties for the Company, dishonesty, gross
negligence or misconduct, or b) conviction, or the
entry of a pleading of guilty or nolo contendere, to
any crime involving moral turpitude or any felony.
We would like to move forward as soon as possible with this position.
Sincerely,
/s/ Richard E. Bagley
Richard E. Bagley
President & CEO
Acknowledged this 5th day of May , 1999
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/s/ Marlene R. Booth
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Marlene Booth
Accepted this 5th day of May , 1999
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