EMPLOYMENT AGREEMENT
AGREEMENT ENTERED INTO AT MONTREAL, THIS 2ND DAY OF JUNE, 1998.
BY AND BETWEEN: PHOENIX INTERNATIONAL LIFE SCIENCES INC., corporation duly
incorporated according to law, having a place of business in
the Province of Quebec, herein acting and represented by
Claude Forget, Dave Goldman, Dr. Bert Spilker, Dr. Lucien
Steru, Robert Raich, and duly authorized for the purposes
hereof as they hereby declare (hereinafter referred to as
"Phoenix"),
AND; DR. JOHN W. HOOPER, residing and domiciled in the City of
Hudson, Province of Quebec (hereinafter referred to as "JH")
WHEREAS JH is currently employed by Phoenix and holds the position of
Chairman of the Board and Chief Executive Officer of Phoenix;
WHEREAS the parties hereto wish to amend certain terms and conditions
of JH's employment with Phoenix and wish to provide that the terms and
conditions contained herein shall supersede all previous terms and conditions
relating to JH's employment with Phoenix, unless specifically provided herein.
NOW, THEREFORE, FOR THE REASONS SET FORTH ABOVE, AND IN CONSIDERATION
OF THE MUTUAL PREMISES AND AGREEMENTS HEREINAFTER SET FORTH, THE PARTIES HERETO
ACKNOWLEDGE AND AGREE AS FOLLOWS:
1. PREAMBLE
1.1 The preamble hereto shall form an integral part hereof as if recited
herein at length.
2. NATURE AND TERM OF SERVICES
2.1 The parties hereto hereby agree that the terms and conditions contained
herein shall apply to JH's employment with Phoenix and shall supersede
all previous agreements and terms and conditions relating to JH's
employment with Phoenix, unless specifically provided herein.
2.2 The term of the present Agreement (the "Term") begins on January 1, 1998
and shall continue for an indeterminate period unless terminated in
accordance with the provisions of the present Agreement.
2.3 JH agrees that he shall, during the Term, continue to provide the
services that he is currently providing to Phoenix on a full-time basis.
Without limiting the generality of the foregoing, in addition to the
above mentioned services, JH shall do whatever is required of him during
the Term to hire and train a person to replace him as Chief Executive
Officer of Phoenix (hereinafter the "Services").
2.4 JH shall use his best efforts in providing the Services and in fulfilling
his duties and obligations hereunder pursuant to the terms hereof.
3. COMPENSATION
3.1 As consideration for the Services rendered pursuant to this Agreement,
and in further consideration for the confidentiality, non-competition and
non-solicitation covenants described in Article 4, 5, 6, 7 hereof,
Phoenix shall pay to JH an annual salary of $400,000 for each year of the
Term.
3.2 JH shall continue to be eligible for a merit bonus, subject to the
discretion of the Board of Directors of Phoenix and to be determined in a
manner consistent with other senior executives of Phoenix.
3.3 For the duration of the Term, JH shall be entitled to the following
annual car allowance and maximum annual car mileage allowance:
3.3.1 Annual car allowance - $6,000
3.3.2 Annual maximum car mileage allowance - $7,500 (upon presentation
of appropriate receipts).
4. CONFIDENTIALITY AND NON-COMPETITION
4.1 JH agrees to be bound by the provisions of that "Confidentiality,
Proprietary Rights, Regulatory and Non-Competition" agreement dated May
7, 1998, a copy of which is attached hereto under Schedule A. For greater
certainty, JH hereby agrees that the foregoing shall also apply during
the term of the New Agreement, if any.
5. TERMINATION
5.1 The present Agreement may be terminated by either party, by written
notice at least three (3) months prior to the effective date of
termination, however, such notice may not be given prior to September 30,
1999.
6. OTHER-MATTERS
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6.1 Upon the termination of the Term and subject to the agreement of both
parties hereto, Phoenix and JH may enter into an employment agreement (the "New
Agreement") whereby JH provides services to Phoenix for a fee, the whole subject
to the approval of the Board of Directors of Phoenix and Phoenix's new Chief
Executive Officer. The fee for JH's services shall be $1,000 per day of
services. If such a New Agreement is concluded, it may be terminated by either
party thereto at any time, subject to a three (3) month prior notice to the
other party.
6.2 The terms of the interest free loan currently due by JH to Phoenix shall
continue to apply during the Term and during the term of the New Agreement, as
the case may be. The foregoing amount shall immediately be reimbursed by JH to
Phoenix upon the termination of the present Agreement or upon termination of the
New Agreement, its the case may be.
6.3 All health, disability or other executive benefits which are specified in
the current Executive Benefits Plan, as such plan may be amended from time to
time, shall be provided to JH during the Term, and during the term of the New
Agreement, as the case may be, and shall immediately cease upon the termination
of the present Agreement or upon the termination of the New Agreement, as the
case may be.
6.4 JH's stock options pursuant to Phoenix's Key Employee Share Option Plan
shall expire in accordance with the said plan, that is, sixty (60) days
following the termination of the present Agreement or upon termination of the
New Agreement, as the case may be.
6.5 During the Term, as well as during the term of the New Agreement, as the
case may be, JH shall be eligible to receive a bonus as well as annual stock
grants in accordance with the executive bonus plan and the Key Employee Share
Option Plan in effect at such time (and based on the position that JH will be
occupying at such time) and as determined by the Board of Directors of Phoenix.
6.6 The parties hereto acknowledge that if they enter into the New Agreement,
as the case may be, JH will be an employee of Phoenix pursuant to the terms
thereof.
7. SEVERANCE
7.1 Following the termination of the Term in accordance with the provisions
of the present agreement, Phoenix shall pay to JH the following amount:
7.1.1 If the parties hereto do not enter into the New Agreement, JH
shall receive as severance the sum of $750,000 payable in sixty
(60) equal, consecutive, monthly payments of $12,500, the first
such payment being due and payable upon the expiry of the Term; or
7.1.2 If the parties hereto enter into the New Agreement and the New
Agreement is terminated prior to the day that is one year from the
beginning of the term of the
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New Agreement, JH shall receive as severance the sum of $700,000
payable in sixty (60) equal consecutive monthly payments of
$11,666, the first such payment being due and payable upon the
termination of the New Agreement; or
7.1.3 If the parties hereto enter into the New Agreement and the New
Agreement is terminated on or after the day that is one year from
the beginning of the term of the New Agreement but prior to the
day that is two years from the beginning of the term of the New
Agreement, JH shall receive as severance the sum of $600,000
payable in sixty (60) equal, consecutive, monthly payments of
$10,000, the first such payment being due and payable upon the
termination of the New Agreement; of
7.1.4 If the parties hereto enter into the New Agreement and the New
Agreement is terminated on or after the day that is two years from
the beginning of the term of the New Agreement, JH shall receive
as severance the sum of $500,000 payable In sixty (60) equal,
consecutive, monthly payments of $8,333.33, the first such payment
being due and payable upon the termination of the New Agreement;
8. MISCELLANEOUS
8.1 This Agreement shall be binding upon and shall enure to the benefit of
the parties hereto, and any successor to or assignee of all or substantially all
of the business and property of Phoenix. In addition, Phoenix may assign its
rights hereunder to a direct or indirect subsidiary, affiliated company, or
division of Phoenix without the consent of JH. For greater certainty, in the
event of the death of JH, after the termination of the Term, the sums payable in
accordance with Section 6 shall be payable to JH's estate.
8.2 This Agreement contains the entire agreement relating to JH's employment
with Phoenix, and shall not be modified except in writing by the parties hereto.
Furthermore, the parties hereto specifically agree that all prior agreements,
whether written or oral, relating to the Services shall be of no further force
or effect from and after the date hereof, other than as provided herein.
8.3 If any phrase, clause or provision of this Agreement is declared invalid
or unenforceable by a court of competent jurisdiction, such phrase, clause or
provision shall be deemed severable from this Agreement, but will not effect any
other provisions of this Agreement which otherwise shall remain in full force
and effect. If any restriction or limitation in this Agreement is deemed to be
unreasonable, onerous and unduly restrictive by a court of competent
jurisdiction, it shall not be stricken in its entirety and held totally void and
unenforceable, but shall remain effective to the maximum extent permissible
within reasonable bounds.
8.4 The waiver by JH or Phoenix of any breach of any term or condition of
this Agreement shall not be deemed to constitute the waiver of any other breach
of the same or any other term or
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condition hereof.
8.5 The parties hereto agree that this Agreement shall be construed as to both
validity and performance and shall be enforced in accordance with and governed
by the laws of Quebec and the laws of Canada applicable therein.
8.6 The parties hereto have requested that this Agreement and all
documentation relating thereto be drafted in English. LES PARTIES AUX PRESENTES
ONT DEMANDE QUE CE CONTRAT ET TOUTES AUTRES DOCUMENTS Y AFFERENTES SOIENT
REDIGEES EN ANGLAIS.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed as of the date first above written.
PHOENIX INTERNATIONAL LIFE SCIENCES INC.
Per: /s/ Claude Forget
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Claude Forget
Per: /s/ Dave Goldman
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Dave Goldman
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