EXHIBIT 10.80
EMPLOYMENT AGREEMENT
This Employment Agreement dated for reference May 19, 2000.
BETWEEN:
QLT INC., having an address of 000 Xxxxx Xxxxxxxx Xxx, Xxxxxxxxx,
Xxxxxxx Xxxxxxxx, X0X 0X0, Xxxxxx,
("QLT" or the "COMPANY")
AND:
XX. XXXXX XXXXXXXXX, having an address of 000 Xxxxxxxx Xxxxxx, Xxxxx,
Xxxxxxxxxxxx 00000, XXX,
("DR. CURAUDEAU" or the "EMPLOYEE")
WHEREAS:
A. QLT is a world leader in the development and commercialization of
proprietary pharmaceutical products for use in photodynamic therapy, an
emerging field of medicine utilizing light-activated drugs in the treatment
of disease;
B. QLT has offered to Dr. Curaudeau, and Dr. Curaudeau has accepted,
employment with QLT as Vice President of Project Planning and Management;
and
C. QLT and Dr. Curaudeau wish to enter into this Agreement to set out the
terms and conditions of Dr. Curaudeau's employment with QLT.
NOW THEREFORE in consideration of $10.00, the promises made by each party
to the other as set out in this Agreement and other good and valuable
consideration, the receipt and sufficiency of which the parties acknowledge and
agree, QLT and Dr. Curaudeau agree as follows:
1. POSITION AND DUTIES
1.1 POSITION - QLT will employ Dr. Curaudeau in the position of Vice President,
Project Planning and Management, and Dr. Curaudeau agrees to be employed by
QLT in this position, subject to the terms and conditions of this
Agreement.
1.2 DUTIES, REPORTING AND EFFORTS - In the performance of his duties as
Vice-President, Project Planning and Management, Dr. Curaudeau shall, in
accordance with his Accountability Statement, as may be amended from time
to time:
(a) OVERALL RESPONSIBILITIES - Have overall responsibility for the
development, implementation and coordination of the Company's project
planning and management policies, objectives and operations in a
manner that will ensure achievement of the Company's overall long-term
strategic objectives.
(b) PROJECT PLANNING AND MANAGEMENT - Personally undertake and/or delegate
all senior administrative responsibilities pertaining to day-to-day
project planning and management at QLT, in accordance with policies
established from time to time by the President of the Company (the
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EXHIBIT 10.80
"PRESIDENT") and by the Board of Directors of the Company (the
"BOARD").
(c) REPORT - Report, as and when required, to the President.
(d) BEST EFFORTS - Use his best efforts, industry and knowledge to improve
and increase QLT's business and to ensure that QLT is at all times in
compliance with applicable provincial, state, federal and other
governing statutes, policies and regulations pertaining to QLT
business, and in particular, project planning and management at QLT.
(e) WORKING DAY - Devote the whole of his working day attention and
energies to the business and affairs of QLT.
2. COMPENSATION
2.1 ANNUAL COMPENSATION - In return for his services under this Agreement, the
Company agrees to pay or otherwise provide the following total annual
compensation to Dr. Curaudeau:
(a) BASE SALARY - A base salary in the amount of US$170,000 in 24 equal
installments payable semi-monthly in arrears, subject to periodic
reviews at the discretion of the President and the Board.
(b) BENEFIT PLANS - Coverage for Dr. Curaudeau and his eligible dependents
under any employee benefit plans provided by/through QLT to its
employees, subject to:
I. Each plan's terms for eligibility,
II. Dr. Curaudeau taking the necessary steps to ensure effective
enrollment or registration under each plan, and
III. Customary deductions of employee contributions for the premiums
of each plan.
As at the date of this Agreement, the employee benefit plans provided
by/through QLT to its employees include life insurance, accidental
death and dismemberment insurance, dependent life insurance,
vision-care insurance, health insurance, dental insurance and short and
long term disability insurance. QLT and Dr. Curaudeau agree that the
employee benefit plans provided by/through QLT to its employees may
change from time to time.
(c) EXPENSE REIMBURSEMENT - Reimbursement, in accordance with the
Company's Policy and Procedures Manual (as amended from time to time),
of all reasonable business related promotion, entertainment and/or
travel expenses incurred by Dr. Curaudeau, subject to him maintaining
proper accounts and providing documentation for these expenses upon
request.
(d) VACATION - Four weeks of paid vacation per year, as may be increased
from time to time in accordance with QLT's standard vacation policy.
As per the Company's Policy and Procedures Manual (as amended from
time to time), unless agreed to in writing by the Company:
I. All vacation must be taken within one year of the year in which
it is earned by Dr. Curaudeau, and
II. Vacation entitlement shall not be cumulative from year to year.
(e) RRSP CONTRIBUTIONS - Provided the conditions set out below have been
satisfied, in January or February of the year following the year in
which the income is earned by Dr. Curaudeau (the "INCOME YEAR"), QLT
shall make a contribution of up to 7% of Dr. Curaudeau's annual base
salary for the Income Year to Dr. Curaudeau's Registered Retired
Savings Plan ("RRSP"). The contribution to Dr. Curaudeau's RRSP as set
out above is subject the following conditions:
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EXHIBIT 10.80
I. The maximum contribution to be made by the Company to Dr.
Curaudeau's RRSP is 50% of the annual limit for Registered
Retirement Savings Plans as established by Revenue Canada for the
Income Year,
II. Dr. Curaudeau must have contributed an equal amount into his
RRSP, and
III. Dr. Curaudeau is still actively employed by the Company when the
matching contribution would otherwise be made.
(f) CASH INCENTIVE COMPENSATION PLAN - Participation in the Cash Incentive
Compensation Plan offered by QLT to its senior executives in
accordance with the terms of such Plan, as amended from time to time
by the Board. The amount of the payment granted, if any, is at the
discretion of the Executive Compensation Committee of the Board.
(g) STOCK OPTION PLAN - Participation in any stock option plan offered by
QLT to its employees, in accordance with the terms of the plan in
effect at the time of the stock option offer(s).
2.2 ADDITIONAL COMPENSATION - In return for his services under this Agreement,
the Company also agrees to pay or otherwise provide additional special
compensation to Dr. Curaudeau as more particularly set out in SCHEDULE A to
this Agreement.
3. RESIGNATION
3.1 RESIGNATION - Dr. Curaudeau may resign from his employment with QLT by
giving QLT 60 days prior written notice (the "RESIGNATION NOTICE") of the
effective date of his resignation. On receiving a Resignation Notice, QLT
may elect to provide the following payments in lieu of notice to Dr.
Curaudeau and require him to leave the premises forthwith:
(a) BASE SALARY - Base salary owing to Dr. Curaudeau for the 60-day notice
period.
(b) BENEFITS - Except as set out below in this subparagraph 3.1(b), for
the 60-day notice period, all employee benefit plan coverage enjoyed
by Dr. Curaudeau and his eligible dependents prior to the date of his
Resignation Notice. Dr. Curaudeau acknowledges and agrees that pension
and short and long term disability plans provided through the Company
will not be continued beyond the last day that Dr. Curaudeau works at
the Company's premises (the "LAST ACTIVE DAY").
(c) EXPENSE REIMBURSEMENT - Reimbursement (in accordance with the
Company's Policy and Procedures Manual, as amended from time to time)
of all reasonable business related promotion, entertainment and/or
travel expenses incurred by Dr. Curaudeau prior to his Last Active
Day, subject to the expense reimbursement provisions set out in
subparagraph 2.1(c).
(d) VACATION PAY - Payment in respect of accrued but unpaid vacation pay
owing to Dr. Curaudeau as at the expiry of the 60-day notice period.
(e) PRORATED RRSP CONTRIBUTION - A prorated contribution to Dr.
Curaudeau's RRSP, the pro-ration to be with respect to the portion of
the current calendar year worked by Dr. Curaudeau, up to and including
the 60-day notice period, and the contribution to be subject to the
conditions set out in subparagraph 2.1(e), except condition III.
3.2 OTHERS - In the event of resignation of Dr. Curaudeau as set out in
paragraph 3.1, the parties agree:
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EXHIBIT 10.80
(a) NO BONUS - Dr. Curaudeau will have no entitlement to participate in
the Company's Cash Incentive Compensation Plan for the year in which
he resigns his employment with QLT; and
(b) STOCK OPTION PLAN - Dr. Curaudeau's participation in any stock option
plan offered by QLT to its employees shall be in accordance with the
terms of the plan in effect at the time of the stock option offer(s)
to Dr. Curaudeau.
4. RETIREMENT
4.1 RETIREMENT - Effective the date of retirement (as defined in the Company'
Policy and Procedures Manual, as amended from time to time) of Dr.
Curaudeau from active employment with the Company, the parties agree that:
(a) THIS AGREEMENT - Subject to the provisions of paragraph 10.6, both
parties' rights and obligations under this Agreement will terminate
without further notice or action by either party.
(b) STOCK OPTIONS - Dr. Curaudeau's participation in any stock option plan
offered by QLT to its employees shall be in accordance with the terms
of the plan in effect at the time of the stock option offer(s) to Dr.
Curaudeau.
5. TERMINATION
5.1 TERMINATION FOR CAUSE - QLT reserves the right to terminate Dr. Curaudeau's
employment at any time for any reason. Should Dr. Curaudeau be terminated
for cause, he will not be entitled to any advance notice of termination or
pay in lieu thereof.
5.2 TERMINATION OTHER THAN FOR CAUSE - QLT reserves the right to terminate Dr.
Curaudeau's employment at any time without reason. However, if QLT
terminates Dr. Curaudeau's employment for:
(a) Any reason other than for cause, or
(b) Any reason not covered by a separate Change in Control Letter
Agreement dated of even date between QLT and Dr. Curaudeau,
then, except in the case of Dr. Curaudeau becoming completely disabled
(which is provided for in paragraph 5.8) and subject to the provisions set
forth below, Dr. Curaudeau shall be entitled to receive notice, pay and/or
benefits (or any combination of notice, pay and/or benefits) as more
particularly set out in paragraph 5.3.
5.3 SEVERANCE NOTICE AND PAY - In the event QLT terminates Dr. Curaudeau's
employment as set out in paragraph 5.2, Dr. Curaudeau shall be entitled to:
(a) NOTICE - Advance written notice of termination ("SEVERANCE NOTICE"),
or pay in lieu thereof ("SEVERANCE Pay"), or any combination of
Severance Notice and Severance Pay, as more particularly set out
below:
I. A minimum of six months Severance Notice, or Severance Pay in
lieu thereof, and
II. One additional month's Severance Notice for each complete year of
continuous employment with the Company,
up to a maximum total of 24 months' Severance Notice, or Severance Pay
in lieu of Severance
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EXHIBIT 10.80
Notice. Dr. Curaudeau acknowledges and agrees that Severance Pay is in
respect of base salary only and will be made on a bi-weekly or monthly
basis, at the Company's discretion.
(b) BENEFITS - Except as set out below, for 30 days after Dr. Curaudeau's
Last Active Day, all employee benefit plan coverage enjoyed by Dr.
Curaudeau and his dependents prior to the date of termination.
Thereafter, and in lieu of employee benefit plan coverage, Dr.
Curaudeau shall receive compensation ("BENEFITS COMPENSATION") in the
amount of 10% of his base salary for the balance of his Severance
Notice period. Dr. Curaudeau acknowledges and agrees that pension and
short and long term disability plans provided through the Company will
not be continued beyond Dr. Curaudeau's Last Active Day.
(c) OUT PLACEMENT COUNSELING - In the event QLT terminates Dr. Curaudeau's
employment as set out in paragraph 5.2, in the year following
termination, QLT will pay to an out placement counseling service (to
be agreed to by Dr. Curaudeau and QLT) a maximum of Cdn$5,000 for
assistance rendered to Dr. Curaudeau in seeking alternative
employment.
(d) OTHER COMPENSATION - In the event QLT terminates Dr. Curaudeau's
employment as set out in paragraph 5.2, the parties further agree as
follows:
I. The Company will reimburse (in accordance with the Company's
Policy and Procedures Manual, as amended from time to time) Dr.
Curaudeau for all reasonable business related promotion,
entertainment and/or travel expenses incurred by Dr. Curaudeau
prior to the date of termination, subject to the expense
reimbursement provisions set out in subparagraph 2.1(c).
II. The Company will make a payment to Dr. Curaudeau in respect of
his accrued but unpaid vacation pay to the date of termination.
III. The Company will make a prorated contribution to Dr. Curaudeau's
RRSP, the pro-ration to be with respect to the portion of the
current calendar year worked by Dr. Curaudeau and the
contribution to be subject to the conditions set out in
subparagraph 2.1(e), except condition III.
IV. The Company will make a prorated payment to Dr. Curaudeau in
respect of his entitlement to participate in the Company's Cash
Incentive Compensation Plan, the pro-ration to be with respect to
the portion of the current calendar year worked by Dr. Curaudeau
and the entitlement to be at the maximum level Dr. Curaudeau
would have otherwise been eligible to receive in the current
calendar year.
V. Dr. Curaudeau's participation in any stock option plan offered by
QLT to its employees shall be in accordance with the terms of the
plan in effect at the time of the stock option offer(s) to Dr.
Curaudeau.
5.4 ACKNOWLEDGEMENT - Dr. Curaudeau acknowledges and agrees that in the event
QLT terminates Dr. Curaudeau's employment as set out in paragraph 5.2, in
providing:
(a) The Severance Notice or Severance Pay, or any combination thereof;
(b) The Benefits Compensation;
(c) Out placement counseling service as more particularly set out in
subparagraph 5.3(c); and
(d) The other compensation set out in subparagraph 5.3(d);
the Company shall have no further obligations, statutory or otherwise, to
Dr. Curaudeau in respect of this Agreement and Dr. Curaudeau's employment
under this Agreement.
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EXHIBIT 10.80
5.5 DUTY TO MITIGATE
(a) DUTY TO MITIGATE - Dr. Curaudeau acknowledges and agrees that if his
employment is terminated as set out in paragraph 5.2, his entitlement
to Severance Pay, Benefits Compensation and other compensation as set
out in paragraph 5.3 is subject to his duty to mitigate such payments
by looking for and accepting suitable alternative employment or
contract(s) for services.
(b) NOTICE - If Dr. Curaudeau obtains new employment or contract(s) for
services of four weeks or longer, Dr. Curaudeau agrees that he will
notify QLT of this fact in writing (the "NEW EMPLOYMENT NOTICE")
within five working days of such an occurrence and in this event the
following provisions apply:
I. Dr. Curaudeau acknowledges and agrees that his entitlement to
Severance Pay and Benefits Compensation will cease as of the date
on which his new employment or contract for services commences.
II. Within 10 working days of receipt of the New Employment Notice
from Dr. Curaudeau, QLT agrees that it will pay Dr. Curaudeau a
lump sum amount equivalent to 50% of the Severance Pay and
Benefits Compensation as set out in paragraph 5.3 otherwise owing
to Dr. Curaudeau for the balance of the Severance Notice period.
5.6 FUNDAMENTAL BREACH - Dr. Curaudeau acknowledges and agrees that failure by
him to provide the New Employment Notice to QLT within five working days as
set out in paragraph 5.5, or him providing employment or contract(s) for
services to a company which is in direct competition with QLT in breach of
paragraph 8.1, will be deemed to be a fundamental breach of this Agreement
and QLT's obligations to pay Severance Pay, Benefits Compensation and other
compensation as set out in paragraph 5.3 shall cease immediately.
5.7 NO DUPLICATION - In the event that the Severance Pay provisions of this
Agreement and the payment provisions of the Change in Control Agreement are
both applicable, Dr. Curaudeau agrees that he will give written notice to
the Company with respect to which agreement he wishes to be paid out under
and that he is not entitled to severance pay under both agreements.
5.8 TERMINATION DUE TO INABILITY TO ACT
(a) TERMINATION - QLT may immediately terminate this Agreement by giving
written notice to Dr. Curaudeau if he becomes completely disabled
(defined below) to the extent that he cannot perform his duties under
this Agreement either:
I. For a period exceeding six consecutive months, or
II. For a period of 180 days (not necessarily consecutive) occurring
during any period of 365 consecutive days,
and no other reasonable accommodation can be reached between QLT and
Dr. Curaudeau. Notwithstanding the foregoing, QLT agrees that it will
not terminate Dr. Curaudeau pursuant to this provision unless and until
Dr. Curaudeau has been accepted by the insurer for ongoing long-term
disability payments or, alternatively, has been ruled definitively
ineligible for such payments.
(b) PAYMENTS - In the event of termination of Dr. Curaudeau's employment
with the Company pursuant to the provisions of this paragraph 5.8, the
Company agrees to pay to Dr. Curaudeau Severance Pay and Benefits
Compensation as set out in paragraph 5.3 and in this situation:
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EXHIBIT 10.80
I. While he is completely disabled Dr. Curaudeau shall have no duty
to mitigate the payments owing to him by looking for and
accepting suitable alternative employment or contract(s) for
service, and
II. If Dr. Curaudeau ceases to be completely disabled, then the
provisions of paragraphs 5.5 (duty to mitigate and notice of new
employment) and 5.3(c) (out placement counseling) shall apply.
(c) DEFINITION - The term "completely disabled" as used in this paragraph
5.8 shall mean the inability of Dr. Curaudeau to perform the essential
functions of his position under this Agreement by reason of any
incapacity, physical or mental, which the Board, based upon medical
advice or an opinion provided by a licensed physician acceptable to
the Board, determines to keep Dr. Curaudeau from satisfactorily
performing any and all essential functions of his position for the
Company during the foreseeable future.
5.9 DEATH - Except as set out below, effective the date of death (the "DATE OF
DEATH") of Dr. Curaudeau, this Agreement and both parties' rights and
obligations under this Agreement shall terminate without further notice or
action by either party. Within 30 days after the Date of Death (and the
automatic concurrent termination of this Agreement), the Company shall pay
the following amounts to Dr. Curaudeau's estate:
(a) BASE SALARY - Base salary owing to Dr. Curaudeau up to his Date of
Death.
(b) PAYMENT IN LIEU OF BENEFITS - In lieu of employee benefit coverage for
his eligible dependents after his Date of Death, a payment in the
amount of 10% of his annual base salary in effect at his Date of
Death.
(c) EXPENSE REIMBURSEMENT - Reimbursement (in accordance with the
Company's Policy and Procedures Manual, as amended from time to time)
of all reasonable business related promotion, entertainment and/or
travel expenses incurred by Dr. Curaudeau prior to his Date of Death,
subject to the expense reimbursement provisions set out in
subparagraph 2.1(c).
(d) VACATION PAY - Payment in respect of accrued but unpaid vacation pay
owing to Dr. Curaudeau as at his Date of Death.
(e) RRSP CONTRIBUTION - A prorated contribution to Dr. Curaudeau's RRSP,
the pro-ration to be with respect to the portion of the current
calendar year worked by Dr. Curaudeau and the contribution to be
subject to the conditions set out in subparagraph 2.1(e), except
condition III.
(f) BONUS - A prorated payment to Dr. Curaudeau in respect of his
entitlement to participate in the Company's Cash Incentive
Compensation Plan, the pro-ration to be with respect to the portion of
the current calendar year worked by Dr. Curaudeau and the entitlement
to be at the maximum level Dr. Curaudeau would have otherwise been
eligible to receive in the current calendar year.
After his Date of Death, Dr. Curaudeau's participation and/or entitlement
under any stock option plan offered by QLT to its employees shall be in
accordance with the terms of the plan in effect at the time of the stock
option offer(s) to Dr. Curaudeau.
6. CONFLICT OF INTEREST
6.1 AVOID CONFLICT OF INTEREST - Except as set out below, during the term of
his employment with QLT, Dr. Curaudeau agrees to conduct himself at all
times so as to avoid any real or apparent conflict of interest with the
activities, policies, operations and interests of QLT. To avoid improper
appearances, Dr.
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EXHIBIT 10.80
Curaudeau agrees that he will not accept any financial compensation of any
kind, nor any special discount, loan or favour from persons, corporations
or organizations having dealings or potential dealings with QLT, either as
a customer or a supplier or a co-venturer. The Company and Dr. Curaudeau
acknowledge and agree that from time to time the President may consent in
writing to activities by Dr. Curaudeau which might otherwise appear to be a
real or apparent conflict of interest.
6.2 NO FINANCIAL ADVANTAGE - During the term of his employment with QLT, Dr.
Curaudeau agrees that neither he nor any members of his immediate family
will take financial advantage of or benefit financially from information
that is obtained in the course of his employment related duties and
responsibilities unless the information is generally available to the
public.
6.3 COMPLY WITH POLICIES - During the term of his employment with QLT, Dr.
Curaudeau agrees to comply with all written policies issued by QLT dealing
with conflicts of interest.
6.4 BREACH EQUALS CAUSE - Dr. Curaudeau acknowledges and agrees that breach by
him of the provisions of this Section 6 shall be cause for immediate
termination by the Company of his employment with the Company.
7. CONFIDENTIALITY
7.1 INFORMATION HELD IN TRUST - Dr. Curaudeau acknowledges and agrees that all
business and trade secrets, confidential information and knowledge which
Dr. Curaudeau acquires during his employment with QLT relating to the
business and affairs of QLT or to technology, systems, programs, ideas,
products or services which have been or are being developed or utilized by
QLT, or in which QLT is or may become interested (collectively,
"CONFIDENTIAL INFORMATION"), shall for all purposes and at all times, both
during the term of Dr. Curaudeau's employment with the Company and at all
times thereafter, be held by Dr. Curaudeau in trust for the exclusive
benefit of the Company.
7.2 NON DISCLOSURE - Dr. Curaudeau acknowledges and agrees that both during the
term of his employment with QLT and at all times thereafter, without the
express or implied consent of QLT, Dr. Curaudeau will not:
(a) DISCLOSE - Disclose to any company, firm or person, other than QLT and
its directors and officers, any of the private affairs of QLT or any
Confidential Information of QLT; or
(b) USE - Use any Confidential Information that he may acquire with
respect to QLT's affairs for his own purposes or for any purposes,
other than those of the Company.
7.3 INTELLECTUAL PROPERTY RIGHTS
(a) DISCLOSE INVENTIONS - Dr. Curaudeau agrees to promptly disclose to QLT
any and all ideas, developments, designs, articles, inventions,
improvements, discoveries, machines, appliances, processes, methods,
products or the like (collectively, "INVENTIONS") that Dr. Curaudeau
may invent, conceive, create, design, develop, prepare, author,
produce or reduce to practice, either solely or jointly with others,
in the course of his employment with the Company.
(b) INVENTIONS ARE QLT PROPERTY - All Inventions and all other work of Dr.
Curaudeau in the course of his employment with the Company shall at
all times and for all purposes be the property of QLT for QLT to use,
alter, vary, adapt and exploit as it shall see fit, and shall be
acquired or held by Dr. Curaudeau in a fiduciary capacity solely for
the benefit of QLT.
(c) ADDITIONAL REQUIREMENTS - Dr. Curaudeau agrees to:
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EXHIBIT 10.80
I. Treat all information with respect to Inventions as Confidential
Information.
II. Keep complete and accurate records of Inventions, which records
shall be the property of QLT and copies of which records shall be
maintained at the premises of QLT.
III. Execute all assignments and other documents required to assign
and transfer to QLT (or such other persons as QLT may direct) all
right, title and interest in and to the Inventions and all other
work of Dr. Curaudeau in the course of his employment with the
Company, and all writings, drawings, diagrams, photographs,
pictures, plans, manuals, software and other materials, goodwill
and ideas relating thereto, including, but not limited to, all
rights to acquire in the name of QLT or its nominee(s) patents,
registration of copyrights, design patents and registrations,
trade marks and other forms of protection that may be available.
IV. Execute all documents and do all acts reasonably requested by QLT
to give effect to this provision.
7.4 RECORDS - Dr. Curaudeau agrees that all records or copies of records
concerning QLT's activities, business interests or investigations made or
received by him during his employment with QLT are and shall remain the
property of QLT. He further agrees to keep such records or copies in the
custody of QLT and subject to its control, and to surrender the same at the
termination of his employment or at any time during his employment at QLT's
request.
7.5 NO USE OF FORMER EMPLOYER'S MATERIALS - Dr. Curaudeau certifies that he has
not brought to QLT and will not use while performing his employment duties
for QLT any materials or documents of any former employer which are not
generally available to the public, except if the right to use the materials
or documents has been duly licensed to QLT by the former employer.
8. POST-EMPLOYMENT RESTRICTIONS
8.1 NON-COMPETE - Dr. Curaudeau agrees that, without the prior written consent
of QLT, for a period of two years following termination of his employment
with the Company for any reason (by resignation or otherwise), as measured
from his Last Active Day, Dr. Curaudeau shall not:
(a) PARTICIPATE IN A COMPETITIVE BUSINESS - Directly or indirectly, own,
manage, operate, join, control or participate in the ownership,
management, operation or control of, or be a director or an employee
of, or a consultant to, any business, firm or corporation that, as a
part of conducting its business, is in any way competitive with QLT
with respect to:
I. The development and/or commercialization and/or marketing of
light-activated pharmaceutical products for photodynamic therapy
in the treatment of cancer, opthalmic, auto-immune and
cardiovascular disease, or
II. If the core technology base of the Company diversifies beyond
photodynamic therapy, the development and/or commercialization
and/or marketing of pharmaceutical products that are based on a
significantly similar technology platform and are used in the
treatment of substantially the same medical indications as
products which have become a significant component of the
Company's core business,
anywhere in Canada, the United States or Europe.
(b) SOLICIT ON BEHALF OF A COMPETITIVE BUSINESS - Directly or indirectly
call upon or solicit any QLT employee or QLT customer or known
prospective customer of QLT on behalf of any business, firm or
corporation that, as part of conducting its business, is in any way
competitive with QLT with respect to:
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EXHIBIT 10.80
I. The development and/or commercialization and/or marketing of
light-activated pharmaceutical products for photodynamic therapy
in the treatment of cancer, opthalmic, auto-immune and
cardiovascular disease, or
II. If the core technology base of the Company diversifies beyond
photodynamic therapy, the development and/or commercialization
and/or marketing of pharmaceutical products that are based on a
significantly similar technology platform and are used in the
treatment of substantially the same medical indications as
products which have become a significant component of the
Company's core business,
anywhere in Canada, the United States or Europe.
(c) SOLICIT EMPLOYEES - Directly or indirectly solicit any individual to
leave QLT's employment for any reason or interfere in any other manner
with the employment relationship existing between QLT and its current
or prospective employees.
(d) SOLICIT CUSTOMERS - Directly or indirectly induce or attempt to induce
any customer, supplier, distributor, licensee or other business
relation of QLT to cease doing business with QLT or in any way
interfere with the existing business relationship between any such
customer, supplier, distributor, licensee or other business relation
and QLT.
8.2 MINORITY SHARE INTERESTS ALLOWED - The parties agree that nothing contained
in paragraph 8.1 is intended to prohibit Dr. Curaudeau from owning any
minority interest in any company where stock or shares are traded publicly.
9. REMEDIES
9.1 IRREPARABLE DAMAGE - Dr. Curaudeau acknowledges and agrees that:
(a) BREACH - Any breach of any provision of this Agreement could cause
irreparable damage to QLT; and
(b) CONSEQUENCES OF BREACH - In the event of a breach of any provision of
this Agreement by him, QLT shall have, in addition to any and all
other remedies at law or in equity, the right to an injunction,
specific performance or other equitable relief to prevent any
violation by him of any of the provisions of this Agreement including,
without limitation, the provisions of Sections 7 and 8.
9.2 INJUNCTION - In the event of any dispute under Sections 7 and/or 8, Dr.
Curaudeau agrees that QLT shall be entitled, without showing actual
damages, to a temporary or permanent injunction restraining his conduct,
pending a determination of such dispute and that no bond or other security
shall be required from QLT in connection therewith.
9.3 ADDITIONAL REMEDIES - Dr. Curaudeau acknowledges and agrees that the
remedies of QLT specified in this Agreement are in addition to, and not in
substitution for, any other rights and remedies of QLT at law or in equity
and that all such rights and remedies are cumulative and not alternative or
exclusive of any other rights or remedies and that QLT may have recourse to
any one or more of its available rights and remedies as it shall see fit.
10. GENERAL MATTERS
10.1 TAX WITHHELD - The parties acknowledge and agree that all payments to be
made by the Company to the Employee under this Agreement will be subject to
the Company's withholding of applicable withholding taxes.
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EXHIBIT 10.80
10.2 INDEPENDENT LEGAL ADVICE - Dr. Curaudeau acknowledges that he has obtained
or had the opportunity to obtain independent legal advice with respect to
this Agreement and all of its terms and conditions.
10.3 BINDING AGREEMENT - The parties agree that this Agreement shall enure to
the benefit of and be binding upon each of them and their respective heirs,
executors, successors and assigns.
10.4 GOVERNING LAW - The parties agree that this Agreement shall be governed by
and interpreted in accordance with the laws of the Province of British
Columbia and the laws of Canada applicable to this Agreement. All disputes
arising under this Agreement will be referred to the Courts of the Province
of British Columbia, which will have exclusive jurisdiction, unless there
is mutual agreement to the contrary.
10.5 NOTICE - The parties agree that any notice or other communication required
to be given under this Agreement shall be in writing and shall be delivered
personally or by facsimile transmission to the addresses set forth on page
1 of this Agreement to the attention of the following persons:
(a) IF TO THE COMPANY - Attention: President, Fax No. (000) 000-0000,
WITH A COPY TO:
Farris, Vaughn, Xxxxx & Xxxxxx
Barristers & Solicitors
26th Floor, 000 Xxxx Xxxxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxx Xxxxxxxx
X0X 0X0
Attention: R. Xxxxxx XxxXxx-Xxxx
Fax No.: (000) 000-0000
(b) IF TO THE EMPLOYEE - Fax No. ___________;
or to such other addresses and persons as may from time to time be notified
in writing by the parties. Any notice delivered personally shall be deemed
to have been given and received at the time of delivery. Any notice
delivered by facsimile transmission shall be deemed to have been given and
received on the next business day following the date of transmission.
10.6 SURVIVAL OF TERMS
(a) EMPLOYEE'S OBLIGATIONS - Dr. Curaudeau acknowledges and agrees that
his representations, warranties, covenants, agreements, obligations
and liabilities under any and all of Sections 7, 8 and 10 of this
Agreement shall survive any termination of this Agreement.
(b) COMPANY'S OBLIGATIONS - The Company acknowledges and agrees that its
representations, warranties, covenants, agreements, obligations and
liabilities under any and all of Sections 3, 4, 5 and 10 of this
Agreement shall survive any termination of this Agreement.
(c) WITHOUT PREJUDICE - Any termination of this Agreement shall be without
prejudice to any rights and obligations of the parties arising or
existing up to the effective date of such expiration or termination,
or any remedies of the parties with respect thereto.
10.7 WAIVER - The parties agree that any waiver of any breach or default under
this Agreement shall only
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EXHIBIT 10.80
be effective if in writing signed by the party against whom the waiver is
sought to be enforced, and no waiver shall be implied by indulgence, delay
or other act, omission or conduct. Any waiver shall only apply to the
specific matter waived and only in the specific instance in which it is
waived.
10.8 ENTIRE AGREEMENT - The parties agree that the provisions contained in this
Agreement, Dr. Curaudeau's Change in Control Letter Agreement and any
Stock Option Agreements between the Company and Dr. Curaudeau constitute
the entire agreement between QLT and Dr. Curaudeau with respect to the
subject matters hereof, and supersede all previous communications,
understandings and agreements (whether verbal or written) between QLT and
Dr. Curaudeau regarding the subject matters hereof. To the extent that
there is any conflict between the provisions of this Agreement, Dr.
Curaudeau's Change in Control Letter Agreement and any Stock Option
Agreements between the Company and Dr. Curaudeau, the following provisions
shall apply:
(a) CHANGE IN CONTROL - If the conflict is with respect to an event,
entitlement or obligation in the case of a Change in Control of the
Company (as defined in the Change in Control Letter Agreement), the
provisions of the Change in Control Letter Agreement will govern
(unless the parties otherwise mutually agree).
(b) STOCK OPTIONS - If the conflict is with respect to an entitlement or
obligation with respect to stock options of the Company, the
provisions of the Stock Option Agreements will govern (unless the
parties otherwise mutually agree).
(c) OTHER - In the event of any other conflict, the provisions of this
Agreement will govern (unless the parties otherwise mutually agree).
10.9 SEVERABILITY OF PROVISIONS - If any provision of this Agreement as applied
to either party or to any circumstance is adjudged by a court of competent
jurisdiction to be void or unenforceable for any reason, the invalidity of
that provision shall in no way affect (to the maximum extent permissible
by law):
(a) The application of that provision under circumstances different from
those adjudicated by the court;
(b) The application of any other provision of this Agreement; or
(c) The enforceability or invalidity of this Agreement as a whole.
If any provision of this Agreement becomes or is deemed invalid, illegal
or unenforceable in any jurisdiction by reason of the scope, extent or
duration of its coverage, then the provision shall be deemed amended to
the extent necessary to conform to applicable law so as to be valid and
enforceable or, if the provision cannot be so amended without materially
altering the intention of the parties, then such provision shall be
stricken and the remainder of this Agreement will continue in full force
and effect.
10.10 CAPTIONS - The parties agree that the captions appearing in this Agreement
have been inserted for reference and as a matter of convenience and in no
way define, limit or enlarge the scope or meaning of this Agreement or any
provision.
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EXHIBIT 10.80
10.11 AMENDMENTS - Any amendment to this Agreement shall only be effective if
the amendment is in writing and is signed by the Company and Dr.
Curaudeau.
IN WITNESS WHEREOF the parties have executed this Agreement as of the day
and year first written above.
QLT INC.
BY: ____________________________ _____________________________
XXXXX XXXXXX XX. XXXXX XXXXXXXXX
VICE PRESIDENT, HUMAN RESOURCES
& ADMINISTRATION
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EXHIBIT 10.80
SCHEDULE A
ADDITIONAL COMPENSATION
1. Additional Compensation as set out in the Company's offer of employment to
Dr. Curaudeau, a copy of which is attached to this Schedule A.
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