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PROGEN
INDUSTRIES LIMITED
[LOGO OMITTED]
ABN 82 010 975 612
P.O. Box 28 Richlands D.C.
Queensland 4077 Australia
Telephone: x00 0 0000 0000
Facsimile: x00 0 0000 0000
Thursday 5th August 2004
Dear Xxxxxx,
The company is pleased to offer you employment on the terms contained in this
agreement.
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 sections 1.1 and 8.
1.1 Your employment is subject to a 3-month probationary period from the
commencement date. During the probationary period the company may terminate
your employment at any time by giving you 8 weeks notice (or payment of
your salary in lieu).
1.2 The company will employ you on a full-time basis. The nature of your work
means that your employment will be based at the workplaces set out in
schedule 1 ('your workplace').
1.3 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 may include
travelling and working outside normal hours to undertake and accomplish
your duties pursuant to this agreement.
1.4 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.
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2.2 While employed by the company(1), you will not, without the company's
written 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 may be 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.
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1 This does not apply to the transition period following the commencement
date and up to August 23rd 2004.
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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.
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 5.1(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 a 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);
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(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);
(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;
(l) 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 (l) 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 will 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.
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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.
8. TERMINATION
8.1 You may resign, and thereby terminate this agreement, by giving the company
the appropriate notice of 12 weeks (or payment of your salary in lieu
thereof). 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 12 weeks 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 0 or 0.
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
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 may
be 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,
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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.
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' has 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
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(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.
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.
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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.
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 any 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. I will countersign and return a signed copy for
your own records.
Yours sincerely,
/s/ Xxxxx Xxx
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XXXXX XXX
CEO/MANAGING DIRECTOR
PROGEN INDUSTRIES LIMITED
I accept the offered employment on the terms contained in this letter:
/s/ Xxxxxx Xxxxx
---------------------------- DATE: 5/8/2004
XXXXXX XXXXX
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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 XXXXXX XXXXX XXXX XXXXX
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DATE OF AGREEMENT Thursday 5th August 2004
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DATE OF COMMENCEMENT(2) Monday 23rd August 2004
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WORKPLACE 0000 Xxxxxxx Xxxx, Xxxxx, Xxxxxxxxxx 0000
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NORMAL WORKING HOURS 8:30am - 5:00pm (1 hour for lunch)
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REMUNERATION - Gross salary of $140,000 p.a. inclusive of a base salary of $128,440
plus statutory superannuation (9%). You may choose to re-package
your salary to include a novated car lease.
- Reimbursement of relocation expenses including but not limited to
removal of furniture. Two quotations must be supplied for due
consideration before relocation expenses are approved. Car freightage
from Adelaide to Brisbane, or, fuel and accommodation for a 2-day
drive will be reimbursed. Quotations and a receipt for freight must be
provided if this option is selected, or alternatively, provision of
receipts for fuel and accommodation.
- The company will also agree to cover lease termination fees on your
Adelaide residence of $275/week for up to 4 weeks on a receipt basis.
- Sign-on Incentive - An allocation of 99,000 options will be
provided as follows:
- Tranche 1: Assignment of 33,000 Employee Options (subject
to the approval of the Employee Option Plan 2004 at AGM
2004(2))
- Strike price - AUD$4.00
- Exercise date - on approval of EOP 2004 at AGM 2004
- Expiry date - February 28th 2006
- Tranche 2: Assignment of 33,000 Employee Options (subject to the
approval of the EOP 2004 at AGM 2004(3))
- Strike price - TBD subject to pricing and conditions of new
EOP 2004 - 1st issue.
- Exercise date - August 5th 2005
- Expiry date - subject to conditions of EOP 2004 -1st issue
- Tranche 3: Assignment of 33,000 Employee Options (subject to the
approval of the EOP 2004 at AGM 2004(3))
- Strike price - TBD subject to pricing and conditions of EOP
2004 - 1st issue.
- Exercise date - August 5th 2006
- Expiry date - subject to conditions of EOP 2004 - 1st issue
==============================================================================================================
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2 The company agrees and acknowledges that you wish to take two weeks unpaid
leave from August 9th to 22nd inclusive.
3 Reference is to a new Option Plan 2004 that will be presented at the AGM
2004 for shareholder approval.
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MANNER OF SALARY PAYMENT Fortnightly in arrears into a bank account nominated by you.
SUPERANNUATION FUND AMP Customsuper unless a superannuation fund is 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
that Act. Those levels currently are:
- 4 weeks' annual leave per completed year of employment(4)
- 10 days' sick leave per completed year of employment(5)
- 13 weeks' long service leave after 15 years' continuous service, or
pro rata 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 back to the company.
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OTHER ENTITLEMENTS - Nokia 8310 mobile phone or similar will be provided for your work
purposes.
- Membership into the Chartered Accountants and Chartered Secretaries
Societies.
- Cash Bonuses and Share Option plans are introduced by the company
from time to time to incentivise staff and management. As a member
of the executive management team, you are entitled to participate in
these option schemes as they arise according to the Progen Employees
Option Plan charter that have to be approved by shareholders.
Following shareholder approval, allocations are made by the Board of
Directors Remuneration Committee on recommendation from the
Managing Director/Chairman on the basis of position and duties,
performance and time with the company.
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4 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.
5 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: CFO/COMPANY SECRETARY
REPORTING TO: CEO/MANAGING DIRECTOR AND BOARD OF DIRECTORS.
JOB DESCRIPTION AS DESCRIBED AND SENT ON JUNE 22ND 2004 VIA EMAIL
KPI'S AS DESCRIBED AND SENT ON JUNE 28TH 2004 VIA EMAIL
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END OF CONTRACT
