Exhibit 10.19
MEMORANDUM OF AGREEMENT entered into at Senneville, Quebec this 19th day
of June, 1997
BETWEEN:
CLINTRIALS BIORESEARCH LTD., a company incorporated under the laws of the
Province of Quebec and having its head office in the Village of
Senneville, Quebec
PARTY OF THE FIRST PART
- and -
XXXXXXX X. XXXXXXX, Executive, residing and domiciled in Beaconsfield,
Quebec
, PARTY OF THE SECOND PART
WHEREAS the Executive is an employee of ClinTrials BioResearch Ltd., and
it is in the best interests of ClinTrials BioResearch Ltd. to make suitable
provisions for the retirement income of the Executive.
NOW THEREFORE THIS AGREEMENT WITNESSETH THAT in consideration of the
mutual covenants and agreements herein contained, the parties agree as follows:
1. DEFINITIONS
1.1 The following terms where used in this Agreement shall have the
meanings set forth below:
(a) "Basic Plan Benefit" means the annual amount of pension
payable to the Executive from year to year under the Plan and
under The ClinTrials BioResearch Ltd. Pension Plan or any
successor or substitute therefor in the normal form of pension
provided under the terms of the Plan upon the retirement,
termination of employment or disablement of the Executive, or,
the amount of benefit payable to his Spouse, designated
beneficiary or estate, in the event of his death,
notwithstanding any election by the Executive to defer payment
under the terms of the Plan or to receive benefits from the
Plan in an optional form, and shall not include any benefits
attributable to voluntary contributions made under the Plan;
Memorandum of Agreement between
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(b) "Company" means ClinTrials BioResearch Ltd.; for the
determination of the Executive's Earnings in respect of a
period prior to August 1, 1996, "Company" shall mean
Bio-Research Laboratories Ltd.;
(c) "Early Retirement Date" means the first day of the month
coincident with or following the Executive's attainment of age
fifty (50) and prior to his attainment of age sixty-five (65)
on which he elects to retire in accordance with the Plan;
(d) "Earnings" means the amount of base salary received from the
Company in any period and excludes benefits from the Company's
Long Term Disability Insurance Plan;
(e) "Normal Retirement Date" means the last day of the month in
which the Executive attains age sixty-five (65);
(f) "Plan" means the Pension Plan for Designated Employees of
ClinTrial BioResearch Ltd. as the same may be amended from
time to time, and includes any plan which may be substituted
therefor;
(g) "Retiring Allowance" means the amounts payable to the
Executive pursuant to the terms of this Agreement;
(h) "Retirement Date" means an Early Retirement Date, the Normal
Retirement Date or such later date as of which the Executive,
in accordance with the terms of the Plan, actually retires;
(i) "Service" means the years and completed months (months
expressed as twelfths of a year) of the Executive's
Pensionable Service determined in accordance with the Plan, as
determined by the Company; and
(j) "Spouse" means the person of the opposite sex who, at the
earlier of the commencement of the Retiring Allowance
hereunder and the date of the Executive's death, meets one of
the following eligibility requirements:
(i) the person who is married to the Executive; or
(ii) where the Executive is not married, the person who lives
together with the Executive in a conjugal relationship,
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(A) continuously for a period of three years or more;
or
(B) continuously for a period of one year or more if:
- at least one child is born, or to be born,
of their union;
- they have adopted, jointly, at least one
child while living together in a conjugal
relationship; or
- one of them has adopted at least one child
who is the child of the other, while living
together in a conjugal relationship,
provided that not more than one person shall be a Spouse
hereunder and in the event of more than one person having
claims to be such, the determination of the Company as to
which person shall be the Spouse, on the basis of evidence
available to it, including any requested signed written
statement from the Executive, which it considers sufficient
for the purposes of such determination, shall be final. In the
event of any judicial proceedings regarding competing claims
which are substantially equal, the Company may make payment of
the benefits due to the courts for their determination as to
who is the rightful claimant.
2. AMOUNT OF RETIRING ALLOWANCE
2.1 Subject to the terms and conditions of this Agreement, the Executive
shall be entitled to receive a Retiring Allowance commencing on his
Retirement Date in an annual amount computed as of January 1 of each
year equal to:
(a) the amount of pension which would have been received by the
Executive in the normal form provided by the Plan, computed as
if the maximum pension rules of Revenue Canada as set out in
Subsections 10.03(b)(ii), 10.04(b), 10.04(c) and Section 11.04
of the Plan did not apply;
less
(b) the Executive's Basic Plan Benefits calculated on the
assumption that such benefits commence on the Executive's
Retirement Date.
Memorandum of Agreement between
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3. TERMINATION OF EMPLOYMENT
3.1 The Executive agrees that nothing herein contained shall be
construed as a guarantee of employment.
3.2 In the event the Executive shall cease to accrue Service for any
reason, other than death, disability or dismissal for cause, prior
to his actual retirement the Executive shall become entitled to a
Retiring Allowance commencing on the Executive's Retirement Date, in
an annual amount computed in accordance with Section 2 of this
Agreement but recognizing Earnings and Service only to the date of
the termination of his Service.
4. DISABILITY PRIOR TO RETIREMENT
4.1 If the Executive becomes disabled while employed by the Company and
becomes entitled to receive long-term disability benefits under a
disability plan sponsored by the Company, he shall become entitled
to a Retiring Allowance commencing at his Normal Retirement Date, if
he is then alive, in an annual amount equal to the amount which
would otherwise have been payable to him in accordance with Section
2. hereof if
(a) he had retired on his Normal Retirement Date,
(b) his Service had included the period of time between the date
of his disablement and his Normal Retirement Date, and,
(c) his Earnings during such period had continued at the rate in
effect as of his date of disablement.
4.2 If the Executive recovers from any disability referred to in
paragraph 4.1 and resumes employment with the Company prior to his
Normal Retirement Date, he shall be entitled to the Retiring
Allowance determined pursuant to the terms of this Agreement and
commencing upon his Retirement Date. For such purpose, the
Executive's Service shall include the period of disability, and his
Earnings during such period shall be deemed to be at the rate in
effect at the date of disablement.
Memorandum of Agreement between
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5. DEATH PRIOR TO RETIREMENT
5.1 If the Executive dies while in active employment or after
termination of employment and, in either event, prior to receiving a
Retiring Allowance in accordance with paragraph 2.1 or paragraph 3.2
hereof, his Spouse or, if none, his designated beneficiary or his
estate shall be entitled to a Retiring Allowance which shall:
(a) if death occurs prior to the Normal Retirement Date, be equal
to the actuarial equivalent, determined in accordance with the
Plan, of the Retiring Allowance to which he would be entitled
pursuant to paragraph 2.1 or paragraph 3.2 hereof, as
applicable, calculated as if the Executive had elected the
earliest Retirement Date possible following the date of death,
or
(b) if death occurs on or after Normal Retirement Date, be payable
monthly, commencing on the first day of the month coincident
with or next following the date of death, in an amount equal
to the Retiring Allowance which would otherwise have been
payable if the Executive had elected to commence receiving the
Retiring Allowance to which he was entitled under paragraph
2.1 or paragraph 3.2 hereof, as applicable, on the first day
of the month in which his death occurred.
5.2 The Retiring Allowance payable pursuant to paragraph 5.1 in the
event of the Executive's death while in active employment shall be
offset by the benefit payable under the Company's group life
insurance program to the extent that such benefit has been funded by
the Company and has not been similarly applied in the determination
of the Basic Plan Benefits payable in the circumstances.
6. PAYMENT OF RETIRING ALLOWANCE
6.1 The Retiring Allowance provided under this Agreement shall be
payable in the manner and upon the terms and conditions relating to
the payment of pensions and other benefits in normal form under the
provisions of the Plan. The Executive, his Spouse or beneficiary, as
applicable, shall be entitled to elect payment of the Retiring
Allowance in any of the optional forms provided for under the Plan
in the manner and subject to the terms and conditions contained
therein.
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6.2 Notwithstanding the above, the Executive may elect on his Retirement
Date to receive a lump sum equal to the actuarial value of any
benefits he is entitled to on his Retirement Date.
7. FUNDING OF RETIRING ALLOWANCE
7.1 The Company shall be responsible for funding the Retiring Allowance
by depositing with a custodian, from time to time, sufficient
amounts as estimated and revised periodically by the Plan actuary.
For that purpose, a Retirement Compensation Arrangement, as defined
in the Income Tax Act, shall be set up.
7.2 A custodian shall be selected by the Company to hold and invest the
funds and to administer the Retirement Compensation Arrangement. An
agreement shall be entered into between the custodian and the
Company, respecting the terms and conditions of this Retirement
Compensation Arrangement.
7.3 Any amount held by the custodian in the Retirement Compensation
Arrangement that exceeds the funds required to provide for the
Retiring Allowance or that remains after the full payment of all the
benefits under this Agreement may, at the sole discretion of the
Company, be returned to the Company.
8. NOTICE
8.1 Any notice or other communication required or permitted hereunder
shall be in writing and shall be effectively given if sent by
registered mail, postage prepaid, addressed
(a) if to the Executive, to:
Xxxxxxx X. Xxxxxxx
(b) if to the Company, to
ClinTrials BioResearch Ltd.
00 Xxxxxx Xxxxxxxxxx
Xxxxxxxxxx, Xxxxxx
X0X 0X0
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or to such other address or addresses as may be notified by
either party to the other pursuant to the foregoing
provisions, and any such notice or communication sent by mail
as aforesaid shall be deemed to have been given two (2)
business days after the date of mailing, except any notice of
change of address which shall be effective only upon receipt.
9. BINDING EFFECT
9.1 This Agreement, and the rights and obligations of the Executive
described herein, shall not be assignable by the Executive. Subject
to the foregoing, this Agreement shall enure to the benefit of and
be binding upon the Executive, his heirs and personal
representatives and on the Company, its successors and assigns.
10. REPEAL OF PREVIOUS AGREEMENT
10.1 This Agreement replaces the agreement entered into between
Bio-Research Laboratories Ltd. and the Executive on June 28, 1991.
The terms of the previous agreement thereby become null.
11. CONTRACT LANGUAGE
11.1 Les parties aux presentes ont requis que le present document soit
redige en langue anglaise. The parties have requested the present
document be written in the English language.
IN WITNESS WHEREOF the parties have executed this Agreement as of the day
and year first above written.
SIGNED, SEALED AND DELIVERED )
in the presence of Xxxxxxx X'Xxxxxx )
)
/s/ Xxxxxxx X'Xxxxxx ) /s/ Xxxxxxx X. Xxxxxxx
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XXXXXXX X. XXXXXXX
CLINTRIALS BIORESEARCH LTD.
By: /s/ Xxxx Xxxxxxxx
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/s/
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