EXHIBIT 10.7
EMPLOYMENT AGREEMENT
This Agreement is made as of the 31st day of October, 1994, between ANGIOGENESIS
TECHNOLOGIES INC., a British Columbia company (the "Company") and XXXXX X. XXXX
(the "Employee").
WHEREAS the Company and its affiliate companies are carrying on the business of
a biomedical company specializing in the treatment of angiogenesis dependent
diseases (the "Business") and the Company wishes to engage the Employee to
provide services to the Company in connection with the Business on the terms and
conditions hereinafter set out.
NOW THEREFORE THIS AGREEMENT WITNESSES:
1. ENGAGEMENT - Subject to the terms and conditions of this Agreement, the
Company agrees to engage the Employee to provide the Services (as defined in
Section 3.1 of this Agreement) and the Employee accepts such engagement from the
Company.
2. OBLIGATIONS OF THE EMPLOYEE - The Employee agrees with the Company (a) to
faithfully, honestly and diligently provide the Services to the Company; (b) to
protect the interest of the Company and the Business to the best of his or her
ability and judgment and in a manner consistent with standards prevailing in
similar businesses; and (c) in addition to the foregoing, to perform the
Services set out in Schedule "A" to this Agreement; at all times subject to the
lawful direction of the officers and directors of the Company.
3. COMPENSATION - The Company agrees with the Employee that the compensation
payable to the Employee shall be as set out in Schedule "B" to this Agreement.
4. COMPETITION - The Employee agrees with the Company not to, at any time during
his employment and for a period of 2 years thereafter, either directly,
indirectly, individually, in partnership, jointly or in conjunction with any
person or persons (including without limitation any individual, trustee, firm,
association, syndicate, company, corporation or other business enterprise)
(collectively a "Person") or as principal, agent, shareholder, officer, employee
or in any other manner whatsoever:
(a) carry on, be engaged in, be concerned with, be interested in, advise, lend
money to, guarantee the debts or obligations of or permit his or her name to be
used or employed by any Person engaged in, concerned with or interested in
(within Canada) any business or part thereof that is the same as or
substantially similar to the Business (the term "Business" meaning the business
carried on by the Company from time to time, and includes the business of the
Company and its affiliate companies as described in the Preamble to this
Agreement) or any part thereof;
(b) solicit or endeavor to entice away from the Company any customer of the
Company, if such soliciting or enticement assists or is related to any business
or part thereof that is the same as or substantially similar to the Business or
any party thereof, or any employee or agent of the Company; or
(c) solicit or endeavor to entice away from the Company any employee or agent of
the Company.
5. CONFIDENTIAL INFORMATION - Except as authorized by the Company, the Employee
shall not, directly or indirectly, now or in the future (unless required to do
so by the laws of Canada), use,
2
disseminate, disclose, lecture upon, publish, make copies of or otherwise
summarize any Confidential Information (the term "Confidential Information"
meaning all information, know-how and data (which may be oral, written, graphic,
demonstrative, machine recognizable or otherwise) disclosed to the Employee as a
consequence of or through the engagement of the Employee by the Company, and not
generally known in the industry in which the Company is or may become engaged,
including without limitation the research, products, methods, formulas,
processes, services, customers and technology of the Company and any such
information, know-how or data of a third party which may be disclosed to the
Company under obligations of confidentiality. The Employee shall abide by the
terms and conditions of all agreements entered into by the Company with third
parties relating to Confidential Information of the third party.
6. INVENTIONS - With respect to inventions made or contributed to by the
Employee, the Employee agrees as follows:
(a) Any Invention (the term "Invention" meaning any discoveries, concepts, ideas
and developments, whether or not they may be patented, copyrighted or otherwise
protected, including without limitation processes, methods, formulas, procedures
and techniques, including improvements and modifications thereto) made,
conceived, developed or worked upon by the Employee, whether alone or jointly
with others, prior, during or after the Term, where the Invention was developed
through the use of Confidential Information, relates directly to the Business or
to the Company's demonstrably anticipated research or development or results
from any work performed by the Employee for the Company, is developed on behalf
of and constitutes the sole property of the Company. The ownership of the
Company shall extend to all property, title, interest, right, copyright, patent,
trademark, trade name, trade secret and other rights in any such Invention.
(b) The Employee shall promptly disclose and deliver to the Company all
Inventions that constitute the property of the Company, together with any
documentation and materials that relate thereto and any explanations that may be
necessary in connection with any registrations that may be made to obtain
patent, trade xxxx, trade name, industrial design, copyright or other protection
relating to the Inventions.
(c) To the extent a formal transfer of any rights of the Employee in any
Invention is required or the consent of the Employee to the registration of any
right in any Invention is required, the Employee shall execute and deliver any
documentation reasonably required by the Company to effect the transfer or
registration within 7 days from the presentation of the same to the Employee for
execution. In the event the Employee fails, neglects or refuses to execute and
deliver the necessary documentation within the period referred to above or
cannot be located by the Company, then the Employee hereby irrevocably grants
and appoints any duly authorized signatory of the Company with a power of
attorney to execute and deliver any such documentation on behalf of the
Employee.
7. TERMINATION - During the initial 90 day probationary period after the
commencement of employment, the Company may terminate this Agreement and the
employment of the Employee without notice or cause, and without compensation in
lieu of notice. Thereafter, the Company may terminate this Agreement:
(a) Upon written notice to the Employee for cause, which shall include without
limitation the following events: (i) The breach by the Employee of the terms and
conditions set out in this Agreement or in any
3
employment policy established by the Company for the employees of the Company;
(ii) The bankruptcy or insolvency of the Employee; and (iii) The Employee being
charged and convicted of any criminal or quasicriminal offence.
(b) Upon written notice or payment of a sum of money equivalent to the amount
the Employee would have earned during such notice period as follows: (i) After
the probationary period referred to above and during the 1st three consecutive
years of employment of the Employee, 2 weeks notice or payment in lieu thereof,
and (ii) During each subsequent consecutive year of employment of the Employee,
2 weeks notice or payment in lieu thereof~ plus an additional 1 weeks notice or
payment in lieu thereof for each additional consecutive year that the Employee
is employed by the Company after the first three consecutive years of
employment, to a maximum of 8 weeks notice or payment in lieu thereof.
(c) The sole recourse and remedy of the Employee upon the termination of this
Agreement and the employment of the Employee without cause pursuant to paragraph
(b) above shall be the receipt by the Employee of the appropriate notice as set
out above or, at the option of the Company, the payment in lieu of notice of a
sum of money equivalent to the amount the Employee would have earned during such
notice period. For greater certainty, upon the expiration of the applicable
notice period set out above or upon payment of the appropriate amount of money
in lieu of notice, the Company and its officers, managers, employees, agents,
successors and assigns shall be released and forever discharged of and from any
and all manner of actions, causes of action, suits, claims, contracts, debts,
demands and damages of every nature and kind whatsoever, at law or in equity,
known as well as unknown or anticipated, which the Employee ever had, then has
or may have by reason of, arising out of or in any way connected with this
Agreement, and the remuneration and benefits provided to the Employee, in the
course of his or her employment.
8. SURVIVAL OF PROVISIONS - The obligations set out in Sections 4, 5 and 6 shall
survive the termination or expiration of this Agreement.
9. MISCELLANEOUS
9.1 This Agreement constitutes the whole agreement between the parties, there
being no terms, conditions, covenants, agreements, representations or warranties
except as expressly set out herein.
9.2 In case any one or more of the provisions of this Agreement, or any parts
thereof, are held to be illegal or invalid, such illegality or invalidity shall
not affect any other provision hereof, or party thereof, but this Agreement
shall be construed and enforced as if such illegal or invalid provision, or part
thereof, had never been contained herein.
9.3 This Agreement shall be governed and interpreted in accordance with the laws
of British Columbia, and the general laws of Canada applicable therein.
9.4 This Agreement shall enure to the benefit of and be binding upon the parties
hereto and their respective heirs, legal personal representatives, successors
and assigns.
/s/ Xxxxxxx Xxxxxxxxx /s/ Xxxxx X. Xxxx
---------------------------------- ----------------------------------
Xxxxxxx Xxxxxxxxx Xxxxx X. Xxxx
4
IN WITNESS WHEREOF the Company and the Employee have executed this Agreement as
of the day and year first above written.
ANGIOGENESIS TECHNOLOGIES INC.
Schedule "A" - Duties and Responsibilities
The Services to be provided by the Employee shall be as follows:
Responsibilities to include the collection and analysis of information relating
to competitors and potential collaborators, preparation of budgets and financial
projects, preparation of business plans, preparation of promotional materials,
together with all such other services as the directors or officers of the
Company shall direct from time to time, in accordance with the policies and
procedures established by the Company from time to time. At the option of the
Company, the Employee shall from time to time perform services on behalf of the
affiliates of the Company and will accept a transfer of his or her employment to
any such affiliate at the request of the Company.
Schedule "B" - Compensation
The compensation payable to the Employee in consideration of the provision of
the Services shall be as follows:
1. $30,000 Cdn. per annum commencing on the commencement of the Term, subject to
increase from time to time at the discretion of the Company (and in such event
the terms and conditions of this Agreement shall continue to apply to the
Employee).
2. Reimbursement for all reasonable and approved expenses incurred by the
Employee on behalf of the Company.
3. Entitlement to such health care, extended health care, dental and other
benefits as may be established by the Company from time to time for the benefit
of its employees.
