Exhibit 4(c)(1)
All Correspondence to:
PROGEN
INDUSTRIES LIMITED PO Box 2403 Toowong
Queensland 4066 Australia
Telephone: x00 0 0000 0000
Facsimile: x00 0 0000 0000
xxx.xxxxxx.xxx.xx
April 7, 2006
X. Xxxxxx Xxxxxxx
00 Xxxxxxxxx Xxxxxx
Xxxxxxxxx Xxx 0000
Dear Xxxxxx,
The company is pleased to offer you the position of CEO/Managing Director on the
terms contained in this agreement. This contract supersedes your previous
contract dated November 1, 2005.
We are confident that you will have a challenging and rewarding association with
us. Should you wish to discuss any of the terms of your employment, please
contact me.
1. ENGAGEMENT
Your employment with the company (Progen) will be in the position set out
in section 14 (Schedule 2) from the commencement date set out in Section 13
(Schedule 1), subject to termination in accordance with section 8.
1.1 The company will employ you on a full-time basis. The nature of your work
means that your employment will he based at the workplaces set out in
schedule 1 ('your workplace').
1.2 Your normal working hours are set out in Schedule 1, but in order to meet
the demands of your position you will be required to work as can be
reasonably expected of someone assuming the position. This will include
travelling and working outside normal hours to undertake and accomplish
your duties pursuant to this agreement.
1.3 Overtime will be paid in accordance with any applicable award. In the
absence of an applicable award, any overtime worked will not be paid for.
2. YOUR DUTIES
2.1 The principal duties of your position are set out in Schedule 2 to this
agreement and may include other duties outside this scope as advised by the
company from time to time ('your duties') but within the scope of
performance expected of this position in the Biotech industry.
Corporate Offices and Drug Discovery and Biopharmaceutical
Clinical Development Manufacturing Facility
00 Xxxxxx Xxxxxx 0000 Xxxxxxx Xxxx
Xxxxxxx XXX 0000 Xxxxx XXX 0000
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2.2 While employed by the company, you will not, without the company's written
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permission:
(a) perform your duties other than for the company or on its behalf; or
(b) engage in any other employment, business or profession.
2.3 You warrant that you have the expertise, qualifications, licences and
registration necessary to perform your duties and will perform them in a
manner appropriate to a person having such expertise, qualifications,
licences or registration. You must maintain that expertise, qualifications,
licences and registration and the company will reimburse your for
reasonable costs associated with this maintenance on a case-by-case and
needs basis.
2.4 You will at all times act in the best interests of, well and faithfully
serve and promote the company's business and interests.
2.5 Subject to your remuneration as described in Schedule 1, or any other
benefit you maybe paid by the company, by way of bonus or reimbursement,
you will not accept any payment or any other benefit from any person as an
inducement or reward for any act or forbearance in connection with any
matter or business transacted by the company, on the company's behalf or on
behalf of an Associated Business or Client.
3. REMUNERATION AND LEAVE ENTITLEMENTS
3.1 You will be provided with the remuneration and leave entitlements set out
in Schedule 1.
3.2 You authorise the company to deduct from your remuneration and leave
entitlements any amount attributable to unauthorised absences or approved
unpaid leave.
3.3 The superannuation fund into which contributions on your behalf will be
paid is set out in Schedule 1, Your superannuation will be calculated on
the basis of the rate prescribed in the superannuation guarantee
legislation from time to time (currently 9%), calculated on your salary.
3.4 Prior to departing on annual leave you are to ensure that:
(a) all work for which you are responsible has been delegated to
other suitably qualified employees for the period of your absence; and
(b) where possible your contact details during the period of your
absence have been provided to your supervisor/manager so that you can
be contacted if necessary.
3.5 On provision of receipts or other documentary evidence to the company's
satisfaction, you will be reimbursed for reasonable work-related expenses
properly incurred by you in the performance of your duties. The company
will meet your accommodation, attendance and travelling costs whenever is
necessary for you to travel or stay away from your residence in the
performance of your duties. Please refer the Progen Employee Manual Version
2.0 for further details.
3.6 Your remuneration and entitlements set out IN this letter of appointment
are the only entitlements you are entitled to and you will receive no other
benefits regardless of the number of hours, the days on which or the
conditions in which you work.
4. PERFORMANCE REVIEWS
4.1 Your work performance and conduct will be reviewed by the company and
discussed with you from time to time. You acknowledge that the performance
reviews are not necessarily linked to your salary increases.
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4.2 You should raise any query or concern regarding your employment as soon as
a query or concern arises, and not await the performance review.
5. DUTY OF CONFIDENTIALITY
5.1 You will not at any time, whether or not employed by the company, use or
disclose any Confidential Information, without the company's prior
permission, unless:
(a) it is strictly necessary for you to perform your duties; or
(b) for the purpose of disclosure only, you are legally obliged to
disclose by a court, commission or tribunal.
5.2 You will not, and will not permit anybody else to, without our prior
permission seek to obtain Confidential Information to which you have not
been granted access, nor will you;
(a) remove any Confidential Information from the company's or any
Associated Business' or Clients' premises;
(b) make any copies of Confidential Information; or
(c) bring any computer software, tapes or disks onto the company's or
an Associated Business' or Clients' premises other than for the
purposes of carrying out your duties;
unless it is for the purposes of satisfying sections 5.l(a) and 5.1(b).
5.3 When Confidential Information is disclosed in accordance with paragraph
5.1, you will ensure that the person to whom the information is disclosed
is made aware of its confidential nature and do everything in your power to
ensure that person does not use or disclose that information.
5.4 You acknowledge that if confidential information is released to the market
it may affect the price of Progen's securities, which are quoted on the
Australia Stock Exchange and NASDAQ. You undertake not to engage in trading
in Progen's securities, which may give rise to a breach by you or Progen of
any law in Australia, USA or elsewhere relating to xxxxxxx xxxxxxx or
unlawful conduct in relation to dealings in securities,
5.5 'CONFIDENTIAL INFORMATION' means all information belonging to us or an
Associated Business, and includes information which:
(a) the company or an Associated Business or a Client indicates is
confidential;
(b) by its very nature, might reasonably be understood to be
confidential or to have been disclosed in confidence;
(c) would be of commercial value to ft competitor of the company or
an Associated Business or Client;
(d) relates to the company's or an Associated Business' or Clients'
financial or business affairs (including financial information,
accounts work, financing information, management reports and
performance or profitability reports and margins);
(e) relates to any of the company's or an Associated Business'
clients (including but not limited to client details, client lists,
details of client requirements, details of prospective clients, the
identity or contact details of any client, their requirements and
their financial affairs and details of our clients' dealings or
financial arrangements with other parties);
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(f) relates to any arrangements or transactions between the company
or an Associated Business and a Client (including the prices charged
to clients and details of the arrangements or transactions);
(g) relates to or is contained in any manuals or handbooks produced
by the company or an Associated Business or Client;
(h) relates to the company's or an Associated Business' or Clients'
fees, quotations, prices or charges in respect of services or
products;
(i) relates to the marketing and selling techniques used by the
company or an Associated Business or Client (including marketing and
targeting plans, prospect lists or databases, sales plans, research
and data surveys);
(j) relates to trade secrets, technical specifications, know-how,
plans, design concepts, ideas, design specifications, manufacturing or
development processes, research, formulae, processes, applications,
unique features or techniques in respect of any of the company's or an
Associated Business' or Clients' products or services, whether
existing or in development;
(k) relates to or is contained in any of the company's or an
Associated Business' or Clients' computer databases or software;
(1) relates to any arrangements or transactions between the company
or an Associate Business or Client and or its suppliers, contractors,
employees or consultants (including their identity and the existence
or size of any fees, prices, commissions or charges paid or payable);
(m) all copies of the information, notes and other records referred
to in paragraph (a) to (1) above,
except for information that:
(n) was rightfully in your possession and not subject to an
obligation of confidentiality on you before the negotiations leading
to the commencement of your employment with the company or an
Associate Business; or
(o) is or, after the date of this agreement, becomes available in the
public domain (other than as a result of a breach of this agreement).
6. DUTY TO NOT ENDANGER HEALTH AND SAFETY
6.1 The company gives a high priority to health and safety and xxxx not
tolerate smoking in the workplace, or discrimination or harassment of our
employees. If you are or become a smoker, you will not smoke in or in the
vicinity of any of our offices or workplaces.
6.2 For the safe and effective operation of the workplace and the welfare of
other employees, you undertake to abide by, implement and enforce state and
federal laws and policies of the workplace relating to health and safety,
discrimination and harassment.
7. PROGEN POLICIES AND PROCEDURES
7.1 You agree to be bound by all of the company's policies and procedures as
varied from time to time.
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8. TERMINATION
8.1 You may resign, and thereby terminate this agreement, by giving the company
the appropriate notice of 6 months. If you do not give the required notice
or payment in lieu, you authorise the company to withhold or deduct from
any money owed to you, an amount in total or partial satisfaction of that
obligation.
8.2 The company may dismiss you, and thereby terminate this agreement:
(a) without notice if the company has reasonable grounds to suspect
that you are guilty of Misconduct; or
(b) by giving you 6 months notice, or payment of salary in lieu.
8.3 'MISCONDUCT' has its ordinary meaning at law, and includes:
(a) any conduct which the company indicate is misconduct or will
result in summary dismissal;
(b) dishonesty or misrepresentation of your expertise,
qualifications, registration or employment history;
(c) not complying with the legislative requirements for a person in
your position;
(d) wilful disobedience of the company's lawful directions;
(e) conviction of a criminal offence that affects your suitability
for your position;
(f) drunkenness or intoxication;
(g) neglect of duty or incompetence;
(h) conduct of a sort which may injure our reputation;
(i) engaging in misleading or deceptive conduct or making any
misrepresentations in relation to the performance of your duties or
the company's business; or
(j) breaching your obligations in paragraphs 2.1 or 5,
9. POST-TERMINATION ASSISTANCE
9.1 Following termination of your employment, you will, upon request, provide
the company or an Associated Business with reasonable assistance to the
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best of your ability in relation to any matter relating directly or
indirectly to your employment, or which arises out of events which occurred
during the period of your employment, including providing statements or
affidavits, attending meetings and attending hearings or inquiries as maybe
legally required.
9.2 Upon provision of receipts or other documentary evidence to the company's
satisfaction, the company will reimburse you for any reasonable expenses,
such as travel and accommodation, incurred by you in providing assistance
in accordance with section 9.1. The company will also pay you a consultancy
fee for work undertaken by you in providing that assistance, at an hourly
rate calculated on the basis of your salary as at termination for a 40 hour
work week, upon provision of invoices.
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10. INTELLECTUAL PROPERTY
10.1 You acknowledge and agree that all existing and future Intellectual
Property Rights:
(a) in any Confidential Information;
(b) in respect of any intellectual property developed, in
development, created or conceived wholly or partly by you, alone or
together with any other person or body, whether during or outside
working hours:
(i) on the company's or an Associated Business' or Clients'
premises or using the company's or an Associated Business' or
Clients' facilities or resources, or facilities or resources
which were in the care and control of the company or an
Associated Business or Client or any of our employees, officers,
agents, sub-contractors or representatives;
(ii) directly or indirectly as a result of your or anybody else's
access to Confidential Information;
(iii) in the course of, as a consequence of or in relation to the
performance of your duties; or
(iv) relating to the company's or an Associated Business' or
Clients' general methods of operation; or
(c) in respect of or associated with any of the company's or an
Associated Business' or Clients' products or services, and any
alterations or additions or methods of making, using, marketing,
selling or providing those products or services,
vest in and belong to the company or our nominee to the extent that they
may for any reason vest in you, are assigned by you to and vest in the
company or our nominee.
10.2 You agree to execute all documents, including any assignments, and do all
acts and things, required by the company for the purpose of effecting and
perfecting the title of the company or the company's nominee to the
Intellectual Property Rights described in paragraph 10.1, in Australia and
such other countries as we require.
10.3 You will immediately disclose to the company in writing, any invention or
improvement you make or of which you conceive during or in the course of
performing your duties.
10.4 You consent to the company infringing any moral rights that you may have or
become entitled to in any work created in the course of your employment.
For the purpose of this consent, 'work' hag the meaning given to that term
in the Copyright Amendment (Moral Rights) Act 2000 (Cth) and 'moral rights'
refers to any right arising under the provisions of the legislation,
10.5 'INTELLECTUAL PROPERTY RIGHTS' means any and all beneficial and legal
ownership and intellectual and industrial protection rights throughout the
world, both present and future, including rights in respect of or in
connection with any confidential information, copyright (including future
copyright and rights in the nature of or analogous to copyright), moral
rights, inventions (including patents), trade marks, service marks,
designs, circuit layout and performance protection (whether or not now
existing and whether or not registered or registrable) and includes any
right to apply for the registration of such right and all renewals and
extensions.
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11. SECURITY
11.1 You will take all reasonable steps to ensure the security of and protect
all Confidential Information and intellectual property of the company or
Associated Business or Client in your possession, power or control.
11.2 You will comply with, and to the best of your endeavours ensure that all
other employees or contractors engaged by the company or an Associated
Business comply with, all of the company's or an Associated Business'
security guidelines, procedures, rules and regulations (whether formal or
informal).
11.3 If you are provided with any kind of security access device, such as a key
or computer coded access card, you will:
(a) immediately return the device to the company on termination of
your employment, or earlier request;
(b) not copy nor permit the copying of the device or any aspect of it
which is integral to its function of security;
(c) not give the device to anybody else or permit anybody else to use
the device; and
(d) use the device strictly in accordance with any conditions advised
by the company in respect of it.
11.4 Immediately upon termination of your employment, or upon request at any
time by the company, you will provide the company with any:
(a) Confidential Information;
(b) item in respect of which Intellectual Property Rights are held by
the company or an Associated Business or Client;
(c) property, records or information belonging to the company or an
Associated Business or Client,
in your possession, power or control, in the form requested by the company
and to the company's satisfaction.
12. INTERPRETATION
12.1 All the provisions of this agreement are reasonable in all the
circumstances and each provision is and shall be deemed to be severable and
independent and shall not affect the validity or enforceability of any
other provision.
12.2 This document represents a full record of the company's agreement with
respect to your employment, and supersedes any prior oral or written
agreement or understanding between the company and yourself.
12.3 Any award or legislation applicable to your employment does not form part
of your employment agreement.
12.4 Subject to the company's right to amend policies and manuals and change
your duties, any amendment to this agreement is not binding unless agreed
between you and the company and recorded in writing.
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12.5 This agreement is governed by and is to be construed in accordance with the
laws of Queensland and the Commonwealth of Australia, You and the company
submit to the non-exclusive jurisdiction of the courts of Queensland.
12.6 'ASSOCIATED BUSINESS' includes any company, partnership, trust or sole
trader with common ownership or control (whether in whole or part, directly
or indirectly, or through interposed entities or not) to the company,
including any Related Body Corporate (as defined in the Corporations Law)
to the company.
12.7 'CLIENT' means any persons, company, association or arty other entity to
whom the company, or any of our Associated Business, provides services,
advice, products or any other knowledge or know-how during the period of
your employment.
Please confirm your acceptance of these terms of employment by signing and
returning this letter to me. Yours sincerely,
/s/ Xxxxxx Xxxx
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Xxxxxx Xxxxx
CFO/Company Secretary
Progen Industries Limited
I accept the offered employment on the terms contained in this letter:
/s/ X. Xxxxxx Xxxxxxx Date: 10/06/2006
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X. Xxxxxx Xxxxxxx
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13. SCHEDULE 1
EMPLOYMENT DETAILS
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Employer PROGEN INDUSTRIES LIMITED
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Employee's full name X. XXXXXX XXXXXXX
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Date of Agreement 3 April 2006
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Date of commencement 1st March 20 06
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Workplace(1) 0000 Xxxxxxx Xxxx, Xxxxx, X0000 and/or
00 Xxxxxx Xx. Xxxxxxx, Q4066
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Normal working hours 8:30am - 5:00pm (including lunch)
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Remuneration > Gross salary of $305,200 p.a. inclusive of a base salary of $280,000 and
statutory superannuation (9%).
> Short Term Incentive per annum dependent on achievement of strategic
and operational objectives set by the Board of up (o 40% of his fixed
remuneration.
> Long Term Incentive - A stock options package subject to shareholder
approval at the next meeting of shareholders:
166,667 - March 1st 2007 at an exercise price equal to a 20% premium
to the 60 day share price VWAP prior to this date;
166,667 - March 1st 2008 at an exercise price equal to a 25% premium
to the 60 day share price VWAP prior to this date;
166,667 - March 1st 2009 at an exercise price equal to a 30% premium
to the 60 day share price VWAP prior to this date;
> On the provision of proper receipts the company will reimburse you for
running expenses for one standard vehicle(2) used by you for work
purposes including fuel, insurance and maintenance.
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Manner of salary payment Fortnightly in arrears into a bank account nominated by you.
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Superannuation fund MLC MasterKey or a superannuation fund nominated by the employee.
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Leave entitlements Annual leave, sick leave and long service leave at the minimum levels
prescribed by the Industrial Relations Act 1999 (Qld), in accordance with
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1 As a condition of this agreement you have agreed that you will Work out of
Brisbane during the normal working week. You agree to relocate your immediate
to Brisbane by the end of January 2006.
2 a standard vehicle being a vehicle that costs up to $60,000
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that Act. Those levels currently are:
* 4 weeks' annual leave per completed year of employment(3)
* 10 days' sick leave per completed year of employment(4)
* 13 weeks' long service leave after 15 years' continuous service, or
pro rate on termination after 10 years' service.
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Travel/Training You will be required to reimburse the company, pro-rata any substantial
Reimbursement training and training related travel costs incurred by the company if you
decide to terminate up to 6 months post the event (for costs >$2,000) e.g. if
a course costs $5,000 and you decide to leave 3 months after the event, you
will be required to repay ($5,000/12) x (12-3) = $3,750 to the company.
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Other Entitlements > Mobile phone for work purposes.
> Memberships to professional societies as agreed to and as needed.
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(3) To be taken in the year following its accrual pro rata. All leave is subject
to approval and will not be granted where it interferes with significant work
commitments.
(4) Available in circumstances when you are unable to attend work because of
your own incapacity or the need to care for a member of your immediate family.
Paid sick leave will not be available where your absence exceeds 2 days unless a
medical certificate (for you or your family member) is provided. Unused sick
leave may be accumulated from year to year but will not be paid out at
termination.
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14. SCHEDULE 2
Position Description
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Position: CEO/MANAGING DIRECTOR
Reporting to: BOARD OF DIRECTORS
Job Description As described in the CEO job description provided
KPIs TBA
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END OF CONTRACT
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All Correspondence to:
PROGEN
INDUSTRIES LIMITED PO Box 2403 Toowong
Queensland 4066 Australia
Xx X Xxxxxx Hamburg Telephone: x00 0 0000 0000
00 Xxxxxxxxx Xxxxxx Facsimile: x00 0 0000 0000
CLEVELAND QLD 4163 xxx.xxxxxx.xxx.xx
11 September 2006
Dear Xxxxxx,
OFFER OF AMENDMENT TO YOUR EMPLOYMENT AGREEMENT
Progen Industries Limited (Progen) proposes to vary the termination Clause of
your current employment agreement with Progen.
If you accept this variation, clause 8.2 of your employment agreement will be
replaced by the following:
'8.2 The company may dismiss you, and thereby terminate this agreement:
(a) without notice if the company has reasonable grounds to
suspect that you are guilty of Misconduct; or
(b) by providing you with notice, or payment of salary in lieu
of notice, as follows:
(i) if another company or entity acquires Control of
Progen, for a period of 12 months after the other company or
entity acquires - Control - 12 months' notice; or
(ii) at any other time - 6 months notice.
'Control' has the meaning given to it in the Corporations Act 2001 (Cth).'
If you accept this variation to your employment agreement, please sign the
enclosed copy of this letter and return it to Xxxxxx Xxxxx.
If you would like to discuss the variation, please contact Xxxxxx Xxxxx,
Progen would like to take this opportunity to thank you for your continued,
service.
Yours faithfully,
/s/ Xxxxxx Xxxxx
Xxxxxx Xxxxx
Company Secretary
I accept the amendment to my employment agreement as contained in this letter.
/s/ X. Xxxxxx Xxxxxxx 11 Sep 2006
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X. Xxxxxx Xxxxxxx Date
Corporate Offices and Drug Discovery and Biopharmaceutical
Clinical Development Manufacturing Facility
00 Xxxxxx Xxxxxx 0000 Xxxxxxx Xxxx
Xxxxxxx XXX 0000 Xxxxx XXX 0000
