EXHIBIT 10.3
EMPLOYMENT CONTRACT
-------------------
BETWEEN: BIOSYNTECH, INC., a corporation duly
incorporated under the laws of the State of
Nevada, having its head office at 000 Xxxxxx
Xxxxxxxx Xxxx., Xxxxx, Xxxxxxxx of Xxxxxx, X0X
0X0, duly represented herein by Mr Xxxxx Xxxxxx,
Chairman of the Board of Directors, duly
authorized as he so declares,
(Hereinafter referred to as the "Company")
AND: AMINE SELMANI, domiciled and residing at 00, xxx
Xxx Xxxxxxx, Xxxxx Xxxxxx, X0X 0X0,
(Hereinafter referred to as the "Executive")
WHEREAS the Company wishes to retain the services of the Executive as Chief
Executive Officer;
WHEREAS the Executive represents that he possesses the necessary qualifications
and experience and wishes to provide the Company with the benefit of such
experience;
AND WHEREAS the parties wish to enter into a formal Employment Contract;
BOTH PARTIES HAVE AGREED AS FOLLOWS:
1. TERM
1.1. The Company hereby agrees to employ the Executive as Chief Executive
Officer for the Company and the Executive agrees to accept such
employment, all in accordance with the express terms, duties and
obligations hereinafter set forth. The Executive will be an
Executive of the Company as of the Effective Date and will be
entitled to the rights and benefits provided by the Company to its
employees.
1.2. Subject to Section 5, the present agreement shall be for a period of
3 years starting on June 13, 2002 (hereinafter referred to as the
"Term").
2. DUTIES
2.1. The Company will employ the Executive on a full time basis in the
position of Chief Executive Officer reporting to the board of
directors of the Company (the "Board"). The Executive shall carryout
his duties and exercise his powers in connection with the Company as
the Board shall from time to time reasonably require and confer upon
him;
2.2. The Executive shall, during the term of this agreement:
a) devote his full time and effort to the Company, well and
faithfully serve the Company and use his best efforts, talents
and endeavours to promote the interest of the Company; and
b) carry out such other duties as may be from time to time,
assigned to him by the Board.
2.3. The Executive shall not without prior written consent of the Company
fulfill a paid function or a time-consuming non-paid function on his
own behalf or that of third parties;
3. COMPENSATION
The Executive shall be entitled to an annual salary of $185,000 Can. The salary
will be reviewed annually by the Compensation Committee of the Board.
Performance bonuses may, subject to the terms and conditions of the Investor
Rights Agreement by and between the Company and certain of its shareholders
dated June 26, 2002, be paid to the Executive in accordance to the yearly
objectives set by the Compensation Committee and the yearly business plan
adopted by the Board.
The Executive shall be entitled to four weeks paid vacation. Additional vacation
allotments up to a maximum of an additional two weeks shall be determined by the
BoardThe Executive shall participate in all executive benefit plans (the
"Executive Benefits") which the Company may provide, including medical/hospital
and extended health care benefits and life insurance. These plans provided to
the Executive will be at least equivalent with those provided to the other
Executives of the Company. The Company reserves the right to unilaterally revise
the terms of the Executive Benefits. Executive Benefits will be provided in
accordance with the formal plan documents or policies and any issues with
respect to entitlement or payment of benefits under any of the Executive
Benefits will be governed by the terms of such documents or policies
establishing the benefit in issue.
The Company will reimburse the Executive for any reasonable expense incurred in
connection with his duties under this Agreement, provided that the Executive
provides to the Company in a timely manner an itemized written account and
receipts acceptable to the Company and the Board's Audit Committee in accordance
with the policies established from time to time by the Company.
4. RESTRICTIVE COVENANTS
4.1. The Executive acknowledges that as a result of his employment, he
will have access to confidential information which is highly
important to the Company. Such confidential information includes,
but is not limited to, all present and future technical knowledge,
unpatented or unpatentable inventions, manufacturing and trade
secrets, processes, manufacturing procedures, methods, discoveries,
concepts, formulas, techniques, systems, data, results, drawings,
algorithms, models, prototypes, products developed by and for the
Company in whatever form, codes, ideas, designs, integrated circuit
topographies, trademarks, copyrights, business information relating
to the Company's inventions or products, research and development,
-2-
strategies and methods which are not standard industry practices,
proposals, industrial skills, operating and testing procedures,
production processes, finances, customers, marketing, and future
business plans (hereinafter referred to as the "Confidential
Information").
The Executive agrees that he will maintain in confidence and will
not disclose or make use of, other than for the benefit of the
Company, at any time during or after the term of his employment with
the Company, without the prior written consent of the Company, any
Confidential Information whether or not the Confidential Information
is in writing or in any other form.
Upon termination of his employment or upon request by the Company,
the Executive will deliver to the Company any and all written and
tangible material in the Executive's possession incorporating the
Confidential Information or otherwise relating to the Company's
business.
This obligation with respect to the Confidential Information extends
to information belonging to the customers and suppliers of the
Company, or persons or entities who license Confidential Information
or technology rights from or to the Company, and who may have
disclosed such information to the Executive.
4.2. The Executive agrees with and for the benefit of the Company that
during his employment with the Company and for a period of three (3)
years from the date of termination of his employment, however
caused, he will not for any reason, directly or indirectly, either
as an individual or as a partner or joint venturer or as an
employee, principal, consultant, agent, shareholder, (excluding
ownership by the Executive, as a passive investment of less than one
percent (1%) of the outstanding shares of capital stock of any
Company with one or more classes of its capital stock listed on a
Security Exchange or publicly traded in the over the counter market)
officer, director, or salesperson for any person, firm, association,
organization, syndicate, company or corporation, or in any other
manner carry on, be engaged in, concerned with, interested in,
advise, lend money to, guarantee the debts or obligations of, permit
his or her name or any part of it to be used or employed by any
person, business, firm, association, syndicate, company,
organization or corporation concerned with or engaged or interested
in a business which is the same as, or competitive with, the
Business of the Company and any controlled or controlling company,
anywhere in the world;
4.3. Should the Executive cease to be an officer, director or employee of
the Company, he shall immediately provide the Board with a sworn
statement identifying any and all of the business and research and
development prospects of which he is aware at that point in time.
Throughout the employment period and for a period of three (3) years
thereafter, the Executive agrees that, directly or indirectly, he
will not solicit customers, prospective clients or suppliers of the
Company or try to profit from the contacts established by the
Company, nor will he encourage any person employed by the Company to
leave the Company or employ or solicit for employment any person who
is, at the time of employment or solicitation, employed by the
Company or who was in the employment of the Company during the
twenty-four month period preceding the date of the termination of
his employment.
-3-
4.4. The Executive acknowledges that any violation of the provisions of
this Section 4 may cause irreparable harm to the Company and that
damages are not an adequate remedy. Therefore, the Executive agrees
that the Company shall be entitled, in addition to all other rights
provided by law or by this agreement, to obtain an injunction to
prevent the Executive or a person acting on his behalf, from
violating these provisions. The Executive hereby agrees that all
restrictions contained in this Section 4 are reasonable and will not
prevent the Executive from earning his living.
4.5. The Executive hereby assigns to the Company, and confirms that the
Executive has assigned all of his rights, title and interest
throughout the world in and to any invention, copyright, design,
integrated circuit topography, discovery, improvement to any of the
Company or Bio Syntech Canada Inc's ("BSC") products and any other
intellectual property rights developed by the Executive during the
course of his employment with the Company or BSC and for a period of
one (1) year thereafter. The Executive hereby waives his moral
rights in all work created by the Executive during the course of his
employment with the Company.
4.6. Upon request by the Company, the Executive shall execute and deliver
such additional or further documents, assignments, concepts and
other instrument as the Company may reasonably request for the
purpose of effectively carrying out this agreement including without
limitation, any instruments deemed necessary by the Company to
register any intellectual property rights in the Company's name or
to protect or to defend its rights on such intellectual property.
4.7. If any part of clause of this Article 4 be determined to be void or
unenforceable in whole or in part, it shall not be deemed to affect
the validity of the remainder thereof, each part or clause being
thereby declared separate and distinct covenants. In the event this
covenant not to compete shall be determined by any Court to be too
broad in geographic restriction, or too broad in scope, or to endure
for too long a period of time, the Executive agrees that said
covenant not to compete shall be only for such geographical area,
scope and period of time reasonable in the circumstances.
5. TERMINATION
5.1. The Company may by written notice terminate this Agreement with
immediate effect if:
a) the Executive becomes substantially disabled or incapacitated
and is unable to perform his duties and obligations under this
Agreement for a period of six months in any twenty-four month
period; or
b) without Cause, by giving the Executive a written notice of
termination and delivering his full compensation for a period
of twelve months paid in twelve monthly instalments;
5.2. The Company may terminate this Agreement with Cause by giving the
Executive a written notice of termination. Upon termination with
Cause the Executive is not entitled to any indemnity;
-4-
5.3. "Cause" includes, without limitation:
a) Executive's material breach of any provision of this Agreement
and his failure to cure that breach after having been given
notice in writing and a reasonable opportunity to cure the
breach specified in the notice;
b) Without limiting the generality of subparagraph a), Executive's
breach of the restrictive covenants set forth in section 4;
c) Executive's acting or failing to act that causes material harm
to the Company or any of its affiliates' standing, reputation,
business or financial condition, provided that such act or
failure to act is not in accordance with the instructions or
directions given to the Executive by the Board, and provided
that the Executive was not acting in the best interest of the
Company according to the Board acting reasonably;
d) Executive being charged with a crime or offence that would, in
the judgement of the Board, impair Executive's ability to
perform his duties and discharge his responsibilities under
this Agreement;
e) Executive acting dishonestly, disloyally with regard to the
Company or Executive's violation of any rules, or being charged
with fraud or violating any law or order having a material
negative impact on the Company;
f) Executive's insubordination;
g) The voluntary or involuntary bankruptcy of Executive; and
h) The Executive concealing from the Board any fact which is
material to the Company, its business or its financial
position.
6. FULL FORCE AND EFFECT
6.1. In the event where any one of the provisions of this Agreement is
considered invalid by a competent court in Quebec, the parties
hereto agree that the remainder of this Agreement shall continue to
have full force and effect.
7. APPLICABLE LAW
7.1. This Agreement shall be governed by and construed in accordance with
the laws of Quebec. Any dispute arising between the parties hereto
shall be referred to the competent court in Quebec.
8. NOTICE
8.1. The addresses of the parties for notice purposes are as follows:
BIOSYNTECH INC.
000 Xxxxxx Xxxxxxxx Xxxx.
Xxxxx, Xxxxxx, X0X 0X0
Attention : the Chairman
-5-
AMINE SELMANI,
00 Xxx Xxxxxxx Xxxxxx
Xxxxx, Xxxxxx, X0X 0X0
or such other address as may be given by either party to the other in writing
from time to time, all notices shall be sent by registered mail postage prepaid
or by personal delivery;
9. LANGUAGE
9.1. La presente convention a ete redigee en anglais a la demande des
parties. This agreement has been drafted in English at the request
of all parties.
IN WITNESS WHEREOF the parties have duly signed this Agreement in
three counterparts on the 26 day of August 2002.
BIOSYNTHEC INC.
---------------------------------------------
Per: Xxxxx Xxxxxx, Chairman of the Board
----------------------------------------------
AMINE SELMANI
-6-
