May 19, 2014 PRIVATE AND CONFIDENTIAL Harry Gill 12321 Angel Falls Rd. Raleigh, NC 27614 RE: Amendment to Employment Contract Dear Harry:

Exhibit 10.21

 

May 19, 2014

PRIVATE AND CONFIDENTIAL

Xxxxx Xxxx
00000 Xxxxx Xxxxx Xx.
Raleigh, NC 27614

RE: Amendment to Employment Contract

Dear Xxxxx:

Further to our discussions, this letter (the “Letter”), effective as of June 9, 2014 (the “Amendment Effective Date”), confirms that Patheon Pharmaceutical Services Inc. (the “Company”), has agreed to increase your base salary in your current role of Senior Vice President, Quality and Continuous Improvement, and has further agreed to provide you with the equity grant described below. Once signed, this Letter will serve as the third amendment to the Employment Agreement between you and the Company dated April 25, 2010, as amended by the Amendment Letter dated September 11, 2012 and the Second Amendment Letter dated June 3, 2013 (collectively, the “Employment Agreement”). Any terms used in this Letter that are not defined herein have the definition ascribed to them in the Employment Agreement.

For purposes of clarity, please be advised that the Company is a subsidiary of DPx Holdings B.V. (“DPx”). DPx is the corporate parent of a group of businesses engaged in the provision of commercial manufacturing and development services (pharmaceuticals and fine chemicals), related services, and the development, manufacture, distribution and marketing of proprietary products. The Company serves as the corporate shared services entity for DPx and other members of the DPx Group.

1. General Provisions

This Letter, when fully executed, together with the Employment Agreement, reflects the entire agreement regarding the terms and conditions of your employment. Unless expressly modified by this Letter, the terms and conditions of the Employment Agreement, including without limitation, your confidentiality, assignment of inventions, non-solicitation and non-competition undertakings, will remain the same.

     

2. Compensation & Benefits

a. Base Salary: In recognition of your performance, your annual base salary will be increased to $375,000, subject to standard withholdings and deductions and payable in regular installments in accordance with the Company’s normal payroll practices.

b. Equity Incentive Plan:

(i)            You shall be eligible to participate in the JLL/DELTA PATHEON HOLDINGS, L.P. 2014 Equity Incentive Plan (the “MEIP”), and shall be eligible to be awarded Membership Units from time to time in accordance with the terms of such MEIP, the Membership Unit award agreement, and all related documents (collectively, the MEIP Related Documents”).

(ii)           Subject to approval of the Board of Directors at a meeting following the Effective Date, you will be awarded three thousand five hundred (3,500) of the Membership Units, which shall be granted subject to the MEIP Related Documents. You will be required to comply with the MEIP Related Documents, as amended from time to time.

3.            Other Benefits: All other compensation and benefits terms (including without limitation, severance terms and post employment restrictions) shall be as provided in your Employment Agreement. For purposes of clarity, any changes, modifications, or additions to your compensation and benefits terms require the review and approval of Patheon’s Compensation and Human Resources Committee (i.e., cannot be approved at the Company level).

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By executing this Letter, you confirm your decision to accept this amendment to the terms of your Employment Agreement, and you agree that your employment will be governed by the Employment Agreement, as amended by this Letter.

Very truly yours,

Patheon Pharmaceutical Services Inc.

 

Xxxxx X. Xxxxxx

Chief Executive Officer

Read, understood, consented, and agreed as of this ____ day of May, 2014:

SIGNED, SEALED AND DELIVERED in the presence of		) ) ) ) ) )
Name of Witness:			Xxxxx Xxxx

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