EXHIBIT 10.14
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EMPLOYMENT 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
Self-Reinforced, resorbable polymer implants used in a variety of
applications including orthopedic surgery, urology, dentistry and
maxillo-facial surgery (the "Corporation").
b) Xxxxxxxxx Xxxxxx Xxxxxxx ("Xxxxxxx")
2. Purpose of the Agreement:
In order to maintain the high standard of product development of the
Corporation and its subsidiaries, and, further to support the
fulfillment of the Corporation's strategic objectives on a worldwide
basis, Xxxxxxx and the Corporation have agreed to the following
terms and conditions of employment. This agreement supersedes all
previous agreements between the parties hereto and their affiliates
or subsidiaries.
3. Status of Xxxxxxx:
Xxxxxxx is appointed as Executive Vice President, Research and
Development of the Corporation, with fall responsibilities for the
research and development staff and facilities of the Corporation.
Xxxxxxx will report in his capacity as Executive Vice President to
the President and Chief Executive Officer of the Corporation.
4. Term:
The initial term of this agreement will be five (5) years,
commencing as of January 1, 2000 and terminating on December 31,
2004. The parties may agree that after the initial term, this
agreement will automatically renew for one (1) year periods until
notice by either party. Notwithstanding the foregoing, the
Corporation, upon prior written notice to Xxxxxxx, 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 must provide written notice to
Xxxxxxx. The notice period in this agreement will be six (6) months.
5. Remuneration:
The remuneration of Xxxxxxx during the period of this agreement will
be the following:
Tormala will receive a minimum base salary of FIM 45,000 per month,
payable twice monthly by the Corporation's Finnish subsidiaries.
Tormala and the Corporation agree that Xxxxxxx'x base salary is
intended to provide Tormala with
reasonable compensation for Xxxxxxx'x assignment of all intellectual
and industrial property rights to all of the products Xxxxxxx
develops, creates or invents during the term of this agreement
(subject only to the exceptions set forth in Section 11 hereof).
Xxxxxxx 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. Xxxxxxx will also be eligible to participate in
the Corporation's 1996 Stock Option/Stock Issuance Plan.
The Corporation will also provide Xxxxxxx with a car, paid for by
the Corporation, and will reimburse Xxxxxxx for all reasonable
travel and entertainment costs required by the Corporation for the
performance of this duties.
Xxxxxxx and the Corporation agree that effective as of January l,,
1997, the Corporation will no longer pay Xxxxxxx a royalty under (i)
the License Agreement, dated December 14, 1988, among Xxxxxxx,
Xxxxxx Tamminmaki, Menefix I/S and a Finnish subsidiary of the
Corporation, (ii) the License, Manufacturing and Distribution
Agreement, dated September 28, 1989, among Tormala, a Finnish
subsidiary of the Corporation and other Danish and Finnish inventors
and (iii) any other agreement entered into between Tormala and the
Corporation or the Corporation's Finnish subsidiaries.
6. Pension Benefits:
Xxxxxxx'x pension benefits shall be in accordance with the Finnish
TEL system.
7. Holiday Benefits:
Tormala is entitled to a four week summer holiday and a two-week
winter holiday. Xxxxxxx will decide the vacation periods and will
notify the President and CEO of his plans in advance.
8. Daily working time:
Xxxxxxx will have no defined daily work period. However, Xxxxxxx
agrees to use his best efforts and the substantial majority of his
time available to the Corporation to further the development of the
Corporation's products and to give all his support to the other
activities of the Corporation.
9. Other employment:
The Corporation is aware of Xxxxxxx'x present activities at the
Tampere University and related duties and agrees that the conduct of
these duties may continue at their present levels.
10. Non-competition:
Xxxxxxx undertakes that during a period of 36 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 or scientific activities competing with the business
activities of the Corporation or its subsidiaries.
The period noted above will not apply if Xxxxxxx'x employment is
terminated without cause by the Corporation.
11. Industrial property rights:
Xxxxxxx 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 Xxxxxxx may have any interest whatsoever, regardless of the
area of application, have been irrevocably transferred by Xxxxxxx
to, and will continue to be the property of, the Corporation. All
such intellectual and industrial rights developed by or under the
direction of Xxxxxxx during the term of this agreement are also
hereby transferred to the Corporation by Xxxxxxx. The only
exceptions to this irrevocable transfer are the following
agreements: (1) the agreement between Xxxxxxx and TEKES covering the
use of Ultrasound in Tableting and, (2) the agreement between
Xxxxxxx and Orion Pharma covering the use of proprietary
Polyorthoesters in drug delivery formulations specific to molecular
entities that are the proprietary property of Orion.
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 the Employment Agreement between
the parties, or their predecessors, dated as of January 1, 2000,
which agreement h hereby deemed to have been terminated in
accordance with its provisions.
Dated: As of January 1, 2000
/s/ Xxxxxx X. Xxxxxxxx
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Xxxxxx X. Xxxxxxxx
President
/s/ Xxxxxx Xxxxxxx
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Xxxxxx Xxxxxxx
