Exhibit 10.7
EMPLOYMENT AGREEMENT
BETWEEN: PHOENIX INTERNATIONAL LIFE SCIENCES INC., a
corporation duly incorporated under the laws
of Canada, having its head office at 2350
Cohen Street, in the City of Saint-Laurent,
Quebec, and represented herein by its duly
authorized representative,
(hereinafter called "PHOENIX")
AND: STEPHANE HUGUET, M.D., domiciled and
residing at 145 Linwood Crescent, Town of
Mount Royal, Quebec H3P 1J1,
(hereinafter called "DR. HUGUET")
WHEREAS Phoenix wishes to retain the services of Dr. Huguet on
the terms and conditions hereinafter set forth; and
WHEREAS Phoenix acknowledges that Dr. Huguet enters into this
Employment Agreement in consideration of Phoenix's undertaking that it
EXPECTS THAT WITHIN THREE (3) WEEKS AND IN ANY CASE NO LATER THAN THREE
(3) MONTHS AFTER SIGNATURE OF THIS EMPLOYMENT AGREEMENT, IT WILL obtain
the necessary certificate of acceptance or employment authorization for
Dr. Huguet; and
WHEREAS Phoenix and Dr. Huguet wish to acknowledge by this
agreement their mutual rights and obligations with respect to Dr.
Huguet's employment by Phoenix.
NOW THEREFORE, in consideration of the mutual covenants
contained herein, the parties hereto hereby agree as follows:
1 PREAMBLE
1.1 The preamble is deemed to form part of this agreement.
2 POSITION
2.1 Dr. Huguet's title with Phoenix shall be President and Chief
Operating Officer, PHOENIX CANADA (a division of Phoenix),
reporting to the Chairman and CEO of Phoenix. Dr. Huguet
will be a member of the company's corporate Executive
Management Committee, together with the CEO and other
executives. (see attached Schedule "A" entitled "Initial
Position Description").
3 OTHER EMPLOYMENT AND DUTY TO DEVOTE WHOLE TIME
3.1 Dr. Huguet agrees that during the term of his employment, he
shall devote his full time and efforts to Phoenix and shall
not, directly or indirectly, engage in any business
competitive with or similar to the business carried on by
Phoenix.
4 REMUNERATION AND OTHER BENEFITS
4.1 Signing bonus: Upon execution of this agreement and in
consideration thereof Dr. Huguet shall be entitled to receive
a signing bonus of $100,000, less applicable deductions, which
will be paid immediately by Phoenix to Dr. Huguet as a lump
sum payment.
4.2 BASE SALARY: Dr. Huguet's starting annual salary shall be
$240,000, less all applicable deductions, PAYABLE BI-WEEKLY IN
ARREARS.
4.3 BASE SALARY INCREASES: Dr. Huguet will BE ELIGIBLE TO receive
annual increases of his base salary. Said increases will be
based on his ability to fulfill the position description and
consistent with decisions of Phoenix's Board of Directors.
4.4 CAR EXPENSES: DR. HUGUET WILL RECEIVE A CAR ALLOWANCE OF
$5,000 ANNUALLY.
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4.5 HOUSE RENT: PHOENIX WILL PAY THE GROSS RENT ON DR. HUGUET'S
HOUSE, ON A MONTHLY BASIS. THIS RENT IS CURRENTLY $4,000
MONTHLY. PHOENIX WILL PAY FOR REASONABLE INCREASES IN RENT, AS
NEGOTIATED WITH THE OWNER.
4.6 BENEFIT PLANS: Subject to completion by Dr. Huguet of any
medical examinations and other like procedures and such
inquiries required by Phoenix's insurers, Phoenix shall pay
and maintain a short term and long term disability benefits
and insurance coverage CONSISTENT WITH THE BENEFITS PROVIDED
TO OTHER CANADIAN EXECUTIVES OF PHOENIX.
Dr. Huguet shall be entitled to participate in all present or
future benefit, insurance, bonus, profit sharing, incentive,
remuneration or compensation plans, stock ownership or
purchase plans which Phoenix makes available to management
and/or key employees IN CANADA.
4.7 VACATION: Dr. Huguet will be entitled to four (4) weeks
(twenty (20) working days) annual vacation.
4.8 BONUS: Dr. Huguet will be entitled to receive an annual bonus
on Phoenix's Executive Bonus Plan, which plan is subject to
review by the Board of Directors on an annual basis.
4.9 SERVICES OF AN ACCOUNTANT: EACH YEAR, PHOENIX WILL PROVIDE AT
ITS EXPENSE ACCOUNTING SERVICES FOR DR. HUGUET FOR THE PURPOSE
OF PREPARING AND SUBMITTING HIS ANNUAL INCOME TAX RETURNS TO
THE APPROPRIATE GOVERNMENTAL AGENCIES, PROVIDED HOWEVER THAT
THE COST OF THESE SERVICES SHALL NOT EXCEED $3,000.
4.10 ATTORNEYS AND ACCOUNTANT FEES: Any and all attorneys and/or
accountant fees that were paid or incurred by Dr. Huguet
in order to revise and conclude the present Employment
Agreement with Phoenix will be reimbursed by Phoenix to
Dr. Huguet upon presentation of a proof of payment of said
fees and provided such fees do not exceed $6,000.
5 PROFESSIONAL LIABILITY INSURANCE
5.1 Dr. Huguet will be covered by professional liability insurance
to which the company subscribes, to the same extent as all
Phoenix senior executives of his level.
6 PHOENIX SHARE OPTIONS
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6.1 Within one week of Dr. Huguet's first day of employment at
Phoenix Dr. Huguet will be awarded options to purchase 250,000
Phoenix shares. These options may be exercised as they become
vested, subject to securities commission and stock exchange
regulations. The options vest progressively on each
anniversary of the date of granting of the options, as
follows:
CUMULATIVE
YEAR % VESTED
---- ----------
1998 4%
1999 16%
2000 36%
2001 64%
2002 100%
6.2 The exercise price of the options shall be the average Market
Price on the five trading days preceding the day the options
are granted to Dr. Huguet. 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.
6.3 SUBJECT TO THE CHANGE IN CONTROL AGREEMENT ATTACHED HERETO
AS ANNEX "A" AND WHICH IS EXECUTED CONCURRENTLY HEREWITH (THE
"CHANGE IN CONTROL AGREEMENT"), if Dr. Huguet's employment is
terminated before the fifth anniversary of the granting of
options in the year 2002, Dr. Huguet will have sixty (60)
days, after his employment ceases, to exercise vested options.
Subsequent to this sixty (60) days, all options will expire
automatically.
6.4 DR. HUGUET AND PHOENIX AGREE THAT THE OTHER TERMS AND
CONDITIONS OF PHOENIX'S KEY EMPLOYEE SHARE OPTION PLAN
(ATTACHED HERETO AS ANNEX "B"), AS AMENDED FROM TIME TO TIME,
SHALL APPLY TO THE OPTIONS HELD BY HIM, SAVE THAT IN THE
EVENT OF A PROPOSED CHANGE OF CONTROL OF PHOENIX, INCLUDING
UNDER A TAKEOVER BID, OR ANY OF THE OTHER CIRCUMSTANCES
COVERED BY THE CHANGE IN CONTROL AGREEMENT, THE TERMS AND
CONDITIONS OF THE CHANGE OF CONTROL AGREEMENT CONCERNING
THE VESTING AND EXERCISABILITY OF THE OPTIONS SHALL APPLY AND
OVERRIDE THE PROVISIONS HEREOF AND OF THE KEY EMPLOYEES SHARE
OPTION PLAN.
6.5 This offer of employment and the grant of stock options is
conditional on signature of the attached Confidentiality,
Proprietary Rights, regulatory Compliance and Non-Competition
Agreement (Schedule "C" attached) that requires, among other
things, that DR. HUGUET not compete with Phoenix for one year
after leaving the company.
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7 TERM OF THE AGREEMENT
7.1 Subject to Section 9, Dr. Huguet's employment shall commence
on January 1, 1998 and shall be for an indeterminate term.
7.2 Dr. Huguet may however, at his option, decide to start his
employment earlier.
7.3 Dr. Huguet will not be considered in breach of Section 7.1 or
7.2 of this Employment Agreement if he is unable to start work
with Phoenix on the date specified in Section 7.1, due to
illness or other personal indisposition, or by reason of
circumstances beyond his reasonable control or because Phoenix
has not obtained the necessary certificate of acceptance or
employment authorization.
8 TERMINATION
8.1 TERMINATION BY PHOENIX FOR SERIOUS REASON: Phoenix may
terminate this Employment Agreement at any time, for a serious
reason. If Phoenix exercises its rights under this sub-section
to terminate this Employment Agreement, Dr. Huguet shall not
be entitled to receive any further remuneration, save any
accrued base salary, benefits or bonuses accrued as at the
date of termination and calculated notwithstanding any
requirement for completing a full fiscal year or other
period. For the purposes of this agreement, a "serious
reason" shall mean that Dr. Huguet:
a) has willfully refused, without valid reason, to
comply with the reasonable instructions of the Board
of Directors or the CEO given to him in his capacity
as an executive of Phoenix having duties and
privileges of an executive character as undertaken
pursuant to the terms of this Agreement;
b) has committed misconduct or has been grossly
negligent in the performance of his duties hereunder;
c) commits wrongful acts directly against the interests
of Phoenix or against its property;
d) becomes subject in any way to bankruptcy or
insolvency laws; or
e) commits and is found guilty of an indictable criminal
offense or other similar offense involving fraudulent
or dishonest conduct.
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8.2 TERMINATION BY PHOENIX WITHOUT SERIOUS REASON
8.2.1 Phoenix may also terminate this agreement without a
serious reason (if not related Phoenix's inability
to obtain a certificate of acceptance or employment
authorization which case shall be governed by
Section 9) at will and for any reason whatsoever by
giving Dr. Huguet an appropriate 6 month prior
notice.
8.2.2 In order to give notice as set out in Section 8.2.1,
Phoenix may, at any time prior to or during said
notice period, choose to immediately discharge Dr.
Huguet provided that Dr. Huguet is compensated for
the duration or the remainder of said notice period
by the payment of an amount equal to the gross base
salary, all (calculated notwithstanding any
requirement for completing a full fiscal year or
other period) and all other benefits Dr. Huguet
would have been entitled to if he had remained
in the employment of Phoenix for the duration or
any remainder of said notice period.
8.2.3 Phoenix's obligation to give the aforesaid 6 month
notice or make payment in lieu thereof, will not
be reduced or affected if Dr. Huguet has secured
alternative employment.
8.2.4 In the event that Dr. Huguet has not commenced
alternative equivalent employment within 6 months
from the date notice of termination was given, he
will be entitled to receive and Phoenix shall
continue to pay him the equivalent of his gross
base salary as at termination, by way of bi-weekly
installments. Such bi-weekly payments shall commence
6 months from the date notice or termination was
given and continue to be paid until such time as
Dr. Huguet shall have commenced alternative
employment. In no event shall such payments
continue for more than 18 months (36 bi-weekly
payments) after the first of such payments was made.
8.3 TERMINATION BY DR. HUGUET: Dr. Huguet may (subject to
Section 9), at his option, terminate this agreement for any
reason whatsoever provided that Phoenix is given at least
12 weeks notice before said termination becomes effective.
9 INABILITY TO OBTAIN A CERTIFICATE OF ACCEPTANCE OR EMPLOYMENT
AUTHORIZATION
9.1 In the event Dr. Huguet is unable to commence or assume
his employment by reason of Phoenix's inability to
obtain a proper certificate of acceptance or employment
authorization within 3 months of January 1, 1998, or if
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Dr. Huguet is subsequently unable to perform his duties
hereunder by reason of Phoenix's failure to maintain such
certificate of acceptance or employment authorization,
Phoenix agrees that Dr. Huguet will suffer irreparable
harm and will therefore have the right to immediately
receive from Phoenix, a lump sum payment equivalent to
2 years of Dr. Huguet's base salary and all benefits
hereunder, payable as liquidated damages.
9.2 Such lump sum payment will be due and payable to Dr. Huguet
on the date it will have been confirmed that Dr. Huguet
will not be able to fulfill his obligations hereunder
because of Phoenix's inability to obtain or maintain, as
the case may be, said certificate of acceptance or
employment authorization. Upon such confirmation, Dr. Huguet
shall be released from any further obligations hereunder.
10 TERMINATION FOLLOWING CHANGE IN CONTROL
10.1 In the event of a Change in Control or proposed Take-over
Bid (within the meaning of and as such terms are defined
in the Change in Control Agreement), the terms and
conditions of the Change of Control Agreement with respect
to termination of employment shall override the provisions
hereof to the extent and provided that they are no less
favorable than these herein contained.
11 OBLIGATIONS OF PHOENIX
11.1 It is agreed that the obligations of Phoenix pursuant to
Sections 2,4,5 and 6 will only commence once Dr. Huguet will
have started work on a permanent full time basis with Phoenix
in accordance with Section 2 and 7 hereof.
12 CONFIDENTIAL INFORMATION / NON-COMPETITION UNDERTAKINGS
12.1 Dr. Huguet shall sign concurrently herewith the
Confidentiality, Proprietary Rights, Regulatory Compliance and
Non-Competition Agreement with Phoenix, which Agreement shall
be, in form and content, satisfactory to Phoenix (see attached
Schedule "C").
12.2 Dr. Huguet fully understands the provisions of this Agreement
and the Confidentiality, Proprietary Rights, Regulatory
Compliance and Non-Competition Agreement (Schedule "C"
attached), having had ample opportunity to review same and
consult counsel, if desired. Subject to Section 13 of this
Employment Agreement, Dr. Huguet recognizes 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 Dr. Huguet to non-competition
restrictions for one year after his employment with Phoenix
ceases.
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12.3
Notwithstanding anything contained in the Confidentiality,
Proprietary Rights, Regulatory Compliance and Non-Competition
Agreement, Dr. Huguet shall not be in breach of that agreement
if subsequent to the termination of his employment with
Phoenix, he owns, maintains, operates, joins, controls,
participates in, is connected with or has an interest in, as
an officer, advisor, consultant, employee, partner,
stockholder or otherwise in a pharmaceutical or biotechnology
company, or an educational institution, provided that such
company's or institution's core activities are not the
provision to Phoenix's Clients (as defined in the
Confidentiality, Proprietary Rights, Regulatory Compliance
and Non-Competition Agreement) of services or computer
software that compete with Phoenix's services or computer
software.
13 SURVIVAL OF RESTRICTIVE COVENANTS
13.1 The parties agree that the undertakings of Dr. Huguet under
Section 5 of the Confidentiality, Proprietary Rights,
Regulatory Compliance and Non-Competition Agreement, shall
only survive termination of this agreement in accordance with
their respective terms, in the event that Dr. Huguet's
employment is terminated by Phoenix, for a serious reason
and/or following Dr. Huguet's resignation (if such resignation
does not follow Change of Control, a constructive dismissal,
or Phoenix's inability to obtain or maintain an employment
authorization as set out in Section 9 of this Agreement).
14 DAMAGES
14.1 Dr. Huguet hereby agrees that any breach by him of Sections
3.1 or 7.1 of this Employment Agreement, or of the
Confidentiality, Proprietary Rights, Regulatory Compliance
and Non-Competition Agreement will entitle Phoenix to damages
of no less than $100,000, which amount shall not be reduced
for partial performance or any other reason whatsoever.
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15 GENERAL
15.1 If any provision of this agreement is unenforceable or
invalid, for any reason whatsoever, such enforceability or
invalidity will not affect the enforceability or validity of
the remaining provisions of this agreement and such provision
will be severable from the remainder of this agreement.
15.2 This agreement shall be governed and construed in accordance
with the laws of the Province of Quebec and federal laws of
Canada applicable therein.
15.3 No consent to or waiver of any breach of a term of provision
of this agreement by either party shall be construed as a
consent to or waiver of a subsequent breach of the same term
or provision, nor shall it be considered a consent to or
waiver of any other then existing or subsequent breach of a
different term or provision.
15.4 The parties declare that it is their desire that this
agreement and all the documents and notices related thereto be
drafted in the English language. Les parties ont manifeste le
desir que la presente entente et tous les autres contrats,
documents ou avis soient redigee en anglais.
IN WITNESS THEREOF, the parties have executed this agreement in
The City of St. Lawrent on the 7th day of November 1997
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PHOENIX INTERNATIONAL LIFE SCIENCES INC.
Per:
/s/ John W. Hooper
----------------------------------------
JOHN W. HOOPER, Ph.D.
CHAIRMAN and CEO
/s/ Stephane Huguet
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Dr. Stephane Huguet
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