EXHIBIT 10.6
EMPLOYMENT AGREEMENT
Lucien Steru, M.D. August 7th, 1997
31 Rue Robert de Flers
75015 Paris
France
Dear Mr. Steru,
The undersigned, Phoenix International Life Sciences Inc. (Phoenix) hereby
offers you employment subject to the following terms and conditions:
1. You hereby agree to commence employment with Phoenix on August 7th.
1997, on a full-time basis. You agree to continue to work for Phoenix,
in the role specified below, or any other role you are assigned by
mutual agreement, for a period of two years. In the three months prior
to the expiration of this Employment Agreement, the parties may
negotiate a further contract for continued employment.
2. Your titles shall be President, Phoenix International Life
Sciences-Europe and President, Phoenix International Life Sciences
(France) [formerly I.T.E.M.], reporting initially to the Phoenix's
Chairman and CEO. You will be the Chairman of the Phoenix-Europe
Executive Committee, and a member of the Board of Directors of Phoenix
International Life Sciences Inc . Your initial duties will be described
in a Position Description to be agreed with Phoenix's Chairman and CEO.
3. Your starting gross annual remuneration shall be 1,580,000 French
francs. You will receive annual increases based on your ability to
fulfill the position description and consistent with Phoenix's
executive salary administration policies. You will also be reimbursed
for kilometers traveled in your car on company business at the rate
established from time to time by Phoenix. You have indicated you have
or will establish residency in Brussels, Belgium. Phoenix will
reimburse you for all reasonable travel expenses incurred for you and
your family to move to Brussels, and for transport of your house
furnishings and other personal effects to Brussels, to a maximum of
100,000 French francs. Please be advised that legal and real estate
fees or charges of any type other than specified above are not
reimbursable. Health insurance and other benefits comparable to those
previously provided to you and your family by ITEM, will be provided
at Phoenix's expense.
4. You will be entitled to 5 weeks (25 working days) annual vacation.
5. You will be eligible to receive a bonus following the end of each
financial year, based on the Executive Bonus Plan approved by the Human
Resources Committee of Phoenix's Board of Directors. Please note that
this plan is subject to change on an annual basis.
6. Within one week of your first day of employment at Phoenix you will be
awarded options to purchase 62,500 Phoenix shares. These options may be
exercised as they become vested, subject to securities commission and
stock exchange regulations. The options vest progressively each year on
the anniversary of the date of granting of the options, as follows:
Year Cumulative % Vested
---- -------------------
1998 4%
1999 16%
2000 36%
2001 64%
2002 100%
If your employment with Phoenix ceases before the anniversary date of the
granting of options in the year 2002, you will have 60 days after your
employment ceases to exercise vested options. Subsequent to this 60 days, all
options will expire automatically.
The option price shall be the average Market Price on the five trading days
preceding the day the options are awarded to you. Market Price is defined as the
average of the high and low prices of Phoenix's Common Shares on the Montreal
Exchange and the Toronto Exchange on a trading day or, if there were no trades
that day, the average of the bid and ask quotations for that day.
If a take over bid for Phoenix common shares results in a change in legal
control of Phoenix, defined as a person or persons achieving beneficial
ownership of voting shares carrying more than 50% of the votes for the election
of directors of Phoenix, or if Phoenix elects to sell substantially all of its
assets, then all options for the purchase of shares held by you will vest and
become exercisable, contingent on securities regulations.
You and Phoenix agree that the other terms and conditions of Phoenix's Key
Employee Share Option Plan (attached; Schedule A), as amended from time to time,
shall apply.
This offer of stock options is conditional on signature of the attached
Confidentiality, Proprietary Rights, Regulatory Compliance and Non-Competition
Agreement that requires, among other things, that you not compete with Phoenix
for two years after leaving the company.
7. If, you are dismissed other than for cause, then you will receive a
severance payment of 6 month's salary, in monthly installments, and the
non-competition aspects of the Confidentiality, Proprietary Rights,
Regulatory Compliance and Non-Competition Agreement you have signed,
shall become null and void 6 months after your employment with Phoenix
ceases. You affirm that you commit to remaining employed by Phoenix for
2 years. If you wish to terminate your employment with Phoenix
subsequent to the expiration of 2 years of employment, you agree to
give 6 months notice of termination of employment.
8. It is agreed that the obligations of Phoenix pursuant to Sections 3, 4,
5, 6 and 7 will only commence once you have started work on a full time
basis with Phoenix accordance with Section 1 hereof.
9. During your employment you shall devote your full time and efforts to
Phoenix and shall not, directly or indirectly, engage in any business
competitive with or similar to any business carried on by Phoenix, its
subsidiaries, affiliates or alliance partners.
10. You shall sign concurrently herewith a Confidentiality, Proprietary
Rights, Regulatory Compliance and Non-Competition Agreement (Schedule
B; also associated code of conduct) with Phoenix, as amended from time
to time, which Agreement shall be, in form and content, satisfactory to
Phoenix.
11. You hereby agree that any breach by yourself of Sections 1 or 9 of this
Employment Agreement, or of the Confidentiality, Proprietary Rights,
Regulatory Compliance and Non-Competition Agreement, will entitle
Phoenix to damages of Can$200,000, which amount shall not be reduced
for partial performance or any other reason whatsoever. You also agree
that any breach of the Non-Competition or Non-Solicitation provisions
of the Confidentiality, Proprietary Rights, Regulatory Compliance and
Non-Competition Agreement will entitle Phoenix to damages of
Can$1,000,000. which amount shall not be reduced for partial
performance or any other reason whatsoever. You will not be considered
in breach of Section 1 of this Employment Agreement if you are unable
to start work with Phoenix on the date specified in Section 1, due to
illness or other personal indisposition.
12. You understand fully the provisions of this Agreement and the
Confidentiality, Proprietary Rights, Regulatory Compliance and
Non-Competition Agreement, having had ample opportunity to review same
and consult counsel, if desired. You recognize that, consistent with
Phoenix's policies for all of its executives and senior managers who
have equity in the company or who receive stock options, this agreement
binds you to non-competition restrictions after your employment with
Phoenix ceases.
13. The parties have agreed that this Agreement be drafted in English. Les
parties ont convenue que cette convention soit redigee en anglais.
14. This agreement shall be interpreted under the laws of Belgium.
If you are in agreement with the above mentioned terms and conditions, kindly
signify your consent by initialing each page and signing a counterpart of this
letter.
Yours very truly,
Phoenix International Life Sciences Inc.
/s/ John W. Hooper
-------------------------
per John W. Hooper, Ph.D.
Chairman and CEO
Accepted on this 7th day of August, 1997.
/s/ Lucien Steru
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Signature of Dr. Lucien Steru