EXHIBIT 10.15
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MANAGING DIRECTOR AGREEMENT
1. Parties:
a) Bionx Implants, Inc., a corporation organized under the laws of
the State of Pennsylvania, USA and a manufacturer and marketer of
medical devices for a variety of clinical applications including
orthopedic surgery, urology, and maxillo-facial surgery (the
"Corporation").
b) Xxxxxx Xxxxxxxx ("Viitanen")
2. Purpose of the Agreement:
In order to maintain the effective operations of the Corporation's
manufacturing facilities in Finland and the management of business
activities conducted at the Finnish facilities for the Corporation
and its subsidiaries, Viitanen and the Corporation have agreed to
the following terms and conditions. This agreement supersedes all
previous agreements between the parties hereto and their affiliates
or subsidiaries.
3) Status of Viitanen
Viitanen is appointed as Vice President, manufacturing of the
Corporation and Managing Director of the Corporation's Finnish
Operations, Bionx Implants Ltd. Viitanen shall be responsible for
the day-to-day managing of Bionx Implants Ltd. As the Managing
Director Viitanen is liable for the management and control of the
business and operations of Bionx Implants Ltd. and that the
day-to-day administration is carried out according to the Finnish
Companies Act. The Managing Director shall not make decisions
concerning issues that are unusual or far-reaching concerning the
scope and nature of the business of Bionx Implants Ltd. and is aware
of limitations to the scope of the rights and duties of the Managing
Director according to the Finnish Companies Act. Viitanen will
report in his capacity as Vice President to the President of the
Corporation or a designee appointed by the President of the
Corporation and subject to their instructions.
4. Term:
The initial term of this agreement will be one (1) year, commencing
as of January 1, 2001 and terminating on December 31, 2001. The
parties agree that after the initial term, this agreement will
automatically renew until notice by either party. The Corporation
may terminate this agreement after the initial term and provide
Viitanen six (6) months severance compensation in lieu of notice.
Notwithstanding the foregoing, the Corporation, upon prior written
notice to Viitanen, may assign its rights under this agreement to
the purchaser of substantially all of the Corporation's assets to
the surviving entity in a merger involving the Corporation as a
party, provided that the purchaser or surviving entity becomes bound
by the terms and conditions of this agreement to the same extent as
if it were named as the Corporation. In the event the purchaser or
surviving entity does not agree to be bound by the same terms and
conditions of this agreement the purchaser or surviving entity may
terminate this agreement and provide Viitanen six (6) months
severance compensation in lieu of notice.
Viitanen may terminate this agreement after the initial term by
providing six (6) months notice to the Corporation.
5. Remuneration:
The remuneration of Viitanen during the period of this agreement
will be the following:
Viitanen will receive a minimum base salary of EUR 6666 per month,
payable once a month by the Corporation's Finnish subsidiaries.
Viitanen and the Corporation agree that Viitanen's base salary is
intended to provide Viitanen with reasonable compensation for
Viitanen's assignment of all intellectual and industrial property
rights to all of the products the Corporation develops, creates,
invents or manufactures during the term of this agreement.
Viitanen will also be eligible for cash bonuses, if and when
awarded, when granted by the Compensation Committee of the Board of
Directors of the Corporation. Viitanen will also be eligible to
participate in the Corporation's 1996 Stock Option/Stock Issuance
Plan.
In addition to the minimum base salary the Corporation will also
provide Viitanen with a car and phone, paid for by the Corporation,
and will reimburse Viitanen for all reasonable travel and
entertainment costs required by the Corporation for the performance
of his duties according to the rules and regulations as set forth by
the Tax Office in Finland. The minimum base salary will be reviewed
annually and it is subject to annual increase as approved by the
Compensation Committee of the Board of Directors of the Corporation.
6. Pension Benefits:
The Corporation provides Viitanen with the statutory benefits
relating to work accident insurance, unemployment insurance and
group life insurance and the pension set forth in the Finnish Act of
Pension for Employees. Viitanen shall be also entitled to the health
care services provided to the personnel of the Corporation. If
Viitanen is prevented from performing his duties because of illness
or accident, he shall receive his monthly base salary or total
salary during six (6) months, less any daily allowances or other
amounts, which he may receive under statutory or voluntary insurance
schemes during that period.
The Corporation will provide Viitanen with coverage under the
Corporation's Directors and Officers a liability insurance policy.
In addition to the statutory pension insurance Viitanen is entitled
to an individual pension policy of EUR 5000 per year.
7. Vacation and Holiday Rights:
Viitanen is entitled to holidays, vacation and vacation allowance
according the general employment terms in Finland. Viitanen will
decide the vacation periods and will notify the President of his
plans in advance.
8. Daily working time:
Viitanen will report to the Finnish facility daily for a period of
not less than 8 hours per day, except those times when the
facilities are closed to the rest of the workforce and during the
Holiday periods Viitanen is entitled to.
9. Other employment:
The Corporation is not aware of any other employment activities that
Viitanen is presently engaged in outside the Corporation other than
the job of the Managing Director of BCI, Bioabsorbable Concepts Ltd.
in Tampere, which is a start-up company developing drug-release
implants. Viitanen agrees that the work activities for the
Corporation shall come before those related activities of BCI and
that while working in the Corporation's facilities during normal
hours of work Viitanen agrees that he shall not engage activities
for BCI. Viitanen agrees that he shall not engage in any other
employment activities during the term of this agreement. 10.
10. Non-competition:
Viitanen undertakes that during a period of 6 months after the
termination of this agreement he will not directly or indirectly
have an interest in or be engaged, concerned or involved in
businesses activities competing with the business activities of the
Corporation or its subsidiaries.
11. Industrial property rights:
Viitanen agrees that all patents, patent applications, know-how,
technical data and other industrial and intellectual property rights
relating to the Corporation's research and development activities in
which Viitanen may have any interest whatsoever, regardless of the
area of application, have been irrevocably transferred by Viitanen
to, and will continue to be the property of, the Corporation. All
such intellectual and industrial rights developed by or under the
direction of Viitanen during the term of this agreement are also
hereby transferred to the Corporation by Viitanen.
12. Applicable law and disputes:
This Agreement is governed by Finnish law.
All disputes concerning the terms and interpretation of this
Agreement are to be resolved in accordance with the law on
arbitration. The sole arbitrator, if and when the parties cannot
reach an agreement, shall be determined by the Finnish Central
Chamber of Commerce on request of either of the parties.
This Agreement supercedes and replaces previous any Employment
Agreements between the parties, or their predecessors, which
agreements are hereby deemed to have been terminated in accordance
with its provisions.
Dated: As of January 1, 2001.
BIONX XXXXXXXX.XXX.
/s/ Xxxxxx S, Xxxxxxxx
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Xxxxxx S, Xxxxxxxx
President
/s/ Xxxxxx Xxxxxxxx
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Xxxxxx Xxxxxxxx
Managing Director of Bionx Implants Ltd,
Vice President, Manufacturing
