AMENDED EMPLOYMENT AGREEMENT
Exhibit 10.24
AMENDED EMPLOYMENT AGREEMENT
THIS AGREEMENT is made as of the 16st, day of May 2007.
BETWEEN:
Chemokine Therapeutics Corp. a Delaware Corporation and its wholly owned subsidiary
Chemokine Therapeutics (BC) Corp. a company incorporated pursuant to the laws of
the Province of British Columbia and having a business office at 0000 Xxxxxxxx Xx.
Xxxxx 000, Xxxxxxxxx, XX. X0X 0X0
(the “Company”)
AND:
Ms. Xxx Xxxxx of Suite 2407 — 0000 Xxxxxxx Xxxxxx, Xxxxxxxxx, XX,
X0X 0X0
(the “Employee”)
WHEREAS,
A. The Company is engaged in the business of the development of biotechnology products.
B. The Employee is presently employed by the Company on the terms and conditions which are now set
forth in this Agreement.
NOW THEREFORE THIS AGREEMENT WITNESSES that for and in consideration of the Employee’s continued
employment, the premises and mutual covenants and agreements hereinafter contained, the sum of
$1.00 of lawful money of Canada now paid by the Company to the Employee and other good and valuable
consideration (the receipt and sufficiency of which is hereby acknowledged) the parties hereto
covenant and agree as follows:
1.0 Employment
1.1 The Company hereby employs the Employee in the position of Vice-President for Corporate
Development.
1.2 The Employee shall report to C. Xxxxxxx Xxxxxx (Board Chair & CEO), and shall perform, observe
and conform to such duties and instructions as from time to time are reasonably and lawfully
assigned or communicated to the Employee and are consistent with the position.
1.3 Where the Employee is a new employee, the first three months of the Employee’s employment with
the Company shall
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constitute a probationary period so that the Company shall have an opportunity to determine the
Employee’s ability to perform the duties of and the suitability for that position. The Company may
terminate the Employee’s employment during the Probationary Period as provided for in section 6
herein.
1.4 Throughout the term of this Agreement the Employee shall:
| (a) | diligently, honestly and faithfully serve the Company and shall use all reasonable efforts to promote and advance the interests and goodwill of the Company; | ||
| (b) | conduct himself/herself at all times in a manner which is not materially prejudicial to the Company’s interests; | ||
| (c) | devote all of his/her business time to the business and affairs of the Company; and | ||
| (d) | not acquire, directly or indirectly, any interest that constitutes 10% or more of the voting rights attached to the outstanding shares of any corporation or 10% or more of the equity or assets in any firm, partnership or association, the business and operations of which in any manner, directly or indirectly, compete with the trade or business of the Company. |
1.5 The Employee shall disclose all potential conflicts of interest and activities which could
reasonably be seen to compete, indirectly or directly, with the trade or business of the Company,
to the Board of Directors of the Company, as from time to time constituted (the “Board”). The
Board shall determine, in its sole discretion, whether the activity in question constitutes a
conflict of interest or competition with the Company. To the extent that the Board, acting
reasonably, determines a conflict or competition exists, the Employee shall discontinue such
activity forthwith or within such longer period as the Board agrees. The Employee shall
immediately certify in writing to the Company that he has discontinued such activity and that he
has, as required by the Board, cancelled any contracts or sold or otherwise disposed of any
interest or assets over the 10% threshold described in subsection 1.4(d), herein acquired by the
Employee by virtue of engaging in the impugned activity, or where no market exists to enable such
sale or disposition, by transfer of the employee’s beneficial interest into blind trust or other
fiduciary arrangements over which the Employee has no control or direction, or other action that is
acceptable to the Board.
1.6 Notwithstanding sections 1.4 (d) and 11, the Employee is not restricted from nor is required to
obtain the consent of the Company to make investments in any company, which is involved
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in pharmaceuticals or biotechnology and the securities of which are listed for trading on any
Canadian or U.S. stock exchange, quotation system or the over-the-counter market.
1.7 For the purposes of sections 1.4, 1.5 and 1.6 herein, the Employee includes any firm or company
owned or controlled by the Employee.
1.8 It is understood and agreed that as the Company grows, the Employee’s responsibilities may be
changed to meet the needs of the Company, however, such responsibilities shall be those that are
reasonably assigned to the Employee by the Board and are consistent with the Employee’s position.
2.0 Compensation
2.1 In consideration of the services rendered by the Employee under this Agreement, the Company
shall pay to the Employee the gross sum of $200,000 per annum in equal semi-monthly instalments
(“Base Salary”). Where the Employee is a new employee, on successful completion of the
probationary period, the Employee’s salary will be increased to $N/A per annum. Thereafter,
increases to the Employee’s Salary shall be in the absolute discretion of the Company.
2.2 The Employee shall be eligible to participate in the Company’s pension plan.
2.3 The Company shall have the right to deduct and withhold from the Employee’s compensation any
amounts required to be deducted and withheld under the applicable provincial or federal laws of
Canada.
3.0 Benefits
3.1 Subject to any eligibility requirements, the Employee shall be entitled to such benefits which
the Company offers from time to time to similar employees (the “Benefits”).
3.2 The introduction and administration of the Benefits is within the Company’s sole discretion,
and the introduction, deletion or amendment of the Benefits shall not constitute a breach of this
Agreement.
4.0 Vacation
4.1 The Employee shall be entitled to an annual vacation of three (3) weeks per year. The
Employee’s entitlement to vacation shall not be cumulative from year to year and any vacation
entitlement not taken during the current year in excess of the minimum standard provided for in the
Employment Standards
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Act, R.S.B.C. 1996, c. 113. as amended, shall be forfeited. The timing of vacations shall be in
accordance with the Company’s policies and practices and with the Company’s needs.
4.2 At the time of termination of this Agreement any accrued vacation time for the current fiscal
year of the Company shall be paid out or taken as time off, at the election of the Employee.
5.0 Term of Employment
5.1 The term of employment of the Employee by the Company pursuant to the terms of this Agreement
shall commence as of the date of this Agreement and shall continue until such time as this
Agreement is terminated pursuant to section 6 herein.
6.0 Termination
6.1 The Company may terminate the Employee’s employment at any time, with no notice, for cause.
6.2 If this Agreement and the Employee’s employment are terminated for cause, no notice, salary,
benefits or allowances shall be paid or payable to the Employee after or as a result of such
termination except in respect of those amounts which were payable in respect of the period ending
immediately prior to such termination.
6.3 The Company may terminate the Employee’s employment, without cause:
| (a) | at any time during the first, second and third months of the Probationary Period without notice or pay in lieu of notice; | ||
| (b) | at any time after the third month of the Probationary Period, without cause, by providing the Employee with: |
| (i) | one (1) week written notice or pay of in lieu of notice or any combination of written notice and pay in lieu of notice equal to one (1) week Base Salary; and | ||
| (ii) | an additional one (1) week of written notice or pay in lieu of notice or any combination of written notice and pay in lieu of notice equal to one (1) week Base Salary for each year of service with the Company, prorated to the extent that a year of service is incomplete, provided that the total amount of notice or payment in lieu of notice hereunder does not exceed eight (8) weeks. If the Employee completed at least one year of |
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| full employment with the Company and his employment was terminated without cause, then the Company will pay an additional one month severance pay. |
6.4 The Employee may terminate this employment Agreement with the Company during the Probationary
Period without notice. Thereafter the Employee may terminate this employment Agreement with the
Company upon giving the Company four (4) weeks notice of resignation. On the giving of such notice
by the Employee, or at any time thereafter, the Company shall have the right to elect to
immediately terminate the Employee’s employment, and upon such election, shall provide to the
Employee a lump sum equal to the Base Salary only for four (4) weeks or to such proportion of the
time that remains outstanding at the time of the election.
7.0 Confidentiality and Company Property
7.1 The Employee understands and acknowledges that the Company is engaged in a continuous program
of research, development and production relating to Chemokine Research and related products
(“Business”). Because of the nature of the Business, the Employee’s employment creates a
relationship of confidence between the Employee and the Company with respect to certain information
that gives the Company an advantage in its business and marketplace. In the course of carrying out
and performing the Employee’s duties and responsibilities to the Company, the Employee will obtain
access to and be entrusted with Confidential and Proprietary Information (as hereinafter defined)
relating to the Business and other affairs of the Company.
7.2 The term “Confidential and Proprietary Information” as used in this Agreement means all trade
secrets, proprietary information and other data or information (and any tangible evidence, record
or representation thereof), whether prepared, conceived or developed by an employee of the Company
(including the Employee) or received by the Company from an outside source which is maintained in
confidence by the Company or any of its customers to obtain a competitive advantage over
competitors who do not have access to such trade secrets, proprietary information, or other data or
information. Without limiting the generality of the foregoing, Confidential and Proprietary
Information includes:
| (a) | any information, ideas, improvements, know-how, concepts, research, inventions, innovations, products, services, sales, scientific or other formulas, systems, strategies, formulae, algorithms, patterns, processes, methods, machines, manufactures, compositions, processes, procedures, tests, treatments, developments, data, experimental software, libraries and routines, audio-visual displays |
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| technical specifications, technical data, designs, devices, patterns, concepts, computer programs, training or service manuals, plans for new or revised services or products or other plans, items or strategy methods on compilation of information, or works in process, or any Invention (as defined in Section 8 below), or parts thereof, and any and all revisions and improvements relating to any of the foregoing (in each case whether or not reduced to tangible form) that relate to the Business or affairs of the Company or its subsidiary or affiliated companies, or that result from its marketing, research and/or development activities; |
| (b) | any information relating to the relationship of the Company with any consultants, collaborators, associates, clients, customers, suppliers, principals, contacts or prospects of the Company and any information relating to the requirements, specifications, proposals, orders, contracts or transactions of or with any such consultants, collaborators, associates, clients, customers, suppliers, principals, contacts or prospects of the Company. Including but not limited to client lists; | ||
| (c) | any sales plan, price schedule, product literature, user documentation, technical documentation, marketing material, plan or survey, business plan or opportunity, product or service development plan or specification, business proposal; and | ||
| (d) | any information relating to the present Business or proposed business of the Company. |
7.3 The Employee acknowledges and agrees that the Confidential and Proprietary Information is and
will remain the exclusive property of the Company. The Employee also agrees that the Confidential
and Proprietary Information:
| (a) | constitutes a proprietary right which the Company is entitled to protect; and | ||
| (b) | constitutes information and knowledge not generally known to the trade. |
7.4 The Employee understands that the Company has from time to time in its possession information
belonging to others or which is claimed by others to be confidential or proprietary and which the
Company has agreed to keep confidential. The Employee agrees that all such information shall be
Confidential and Proprietary Information for the purposes of this Agreement.
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7.5 For purposes of the copyright laws of the United States of America, to the extent, if any, that
such laws are applicable to any Confidential and Proprietary Information, it shall be considered a
work made for hire and the Company shall be considered the author thereof.
7.6 The Employee agrees to maintain securely and hold in strict confidence all Confidential and
Proprietary Information received, acquired or developed by the Employee or disclosed to the
Employee as a result of or in connection with the Employee’s employment with the Company. The
Employee agrees to continue to hold the Confidential and Proprietary Information in strict
confidence at all times after the termination of the Employee’s employment for whatever reason.
The Employee will not disclose any of the Confidential and Proprietary Information to any person,
firm or corporation, nor will the Employee use any of the Confidential and Proprietary Information
for any purpose other than in the normal and proper course of the Employee’s duties either during
the term of the Employee’s employment with the Company or at any time afterwards without the
express written consent of the Company. The Employee will use the Employee’s best efforts to
protect and safeguard Confidential and Proprietary Information from, without limitation, loss,
theft, destruction or seizure.
7.7 The Employee agrees that documents, copies, records and other materials made or received by the
Employee that pertain to the Business and affairs of the Company or its subsidiary or affiliated
companies, including all Confidential and Proprietary Information and which are in the Employee’s
possession or under the Employee’s control are the property of the Company and that the Employee
will return same and any copies of them to the Company forthwith upon the termination of the
Employee’s employment or at any time immediately upon the request of the Company.
7.8 The restrictive obligations set forth above shall not apply to the disclosure or use of any
information which:
| (a) | is or later becomes publicly known under circumstances involving no breach of this Agreement by the Employee; | ||
| (b) | is already known to the Employee outside his work for the Company at the time of receipt of the Confidential Information; | ||
| (c) | is disclosed to a third party under an appropriate confidentiality agreement; | ||
| (d) | is lawfully made available to the Employee by a third party; |
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| (e) | is independently developed by the Employee who has not been privy to the Confidential Information provided by the Company, or | ||
| (f) | is required by law to be disclosed but only to the extent of such requirement and the Employee shall immediately notify in writing the Chief Executive Officer of the Company upon receipt of any request for such disclosure. |
7.9 The Employee represents and warrants that he has not brought and will not bring with him to the
Company any materials or use, while performing his duties for the Company, any materials or
documents of a former employer which are not generally available to the public. The Employee
understands that, while employed by the Company, the Employee shall not breach any obligation or
confidence or duty the Employee may have to a former employer and the Employee agrees that the
Employee will fulfil all such obligations during the Employee’s employment with the Company.
7.10 The Employee represents and warrants that the Employee will not use or cause to be
incorporated in any of the Employee’s work product any data software, information, designs,
techniques or know-how which the Employee or the Company does not have the right to use.
7.11 The provisions of this section 7 shall survive the termination of this Agreement.
8.0 Inventions
8.1 The Employee agrees that all Confidential and Proprietary Information and all other
discoveries, inventions, ideas, concepts, processes, products, protocols, treatments, methods,
tests and improvements, algorithms, computer programs, or parts thereof, conceived, developed,
reduced to practice or otherwise made by the Employee either alone or with others, and in any way
relates to the present or proposed programs, services, products or Business of the Company, or to
task assigned to the Employee during the period of the Employee’s employment by the Company,
whether or not conceived, developed, reduced to practice or made during the Employee’s employment
(collectively “Inventions”), and any and all services and products which embody, emulate or employ
any such Invention shall be the sole property of the Company and all copyrights, patents, patent
rights, trademarks, service marks and reproduction rights to, and other proprietary rights in, each
such Invention, whether or not patentable or copyrightable, shall belong exclusively to the
Company. For purposes of the copyright laws of the United States of America, to the extent, if
any, that such laws are applicable to any such Invention or any such service or product, it shall
be
considered a work made for hire and the Company shall be considered the author thereof.
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8.2 The Employee will promptly disclose to the Company, or any persons designated by it, all
Inventions.
8.3 The Employee hereby assigns to the Company or its nominee, their successors or assigns, all the
Employee’s rights, title and interest in and to the Inventions.
8.4 The Employee hereby waives for the benefit of the Company and its successors and assigns all
the Employee’s moral rights in respect of the Inventions.
8.5 The Employee further agrees to assist the Company in every proper way (but at the Company’s
expense) to obtain and from time to time to enforce patents or copyrights in respect of the
Inventions in any and all countries, and to that end the Employee will execute all documents for
use in applying for, obtaining and enforcing patents and copyrights on such Inventions as the
Company may desire, together with any assignments of such Inventions to the Company or persons
designated by it. The Employee’s obligation to assist the Company in obtaining and enforcing
patents and copyrights for the Inventions in any and all countries shall continue beyond the
termination of the Agreement.
8.6 In the event that the Company is unable for any reason whatsoever to secure the Employee’s
signature to any lawful and necessary document required to apply for or execute any patent,
copyright, trademark or other applications with respect to any Invention (including improvements,
renewals, extensions, continuations, divisions or continuations in part thereof), the Employee
hereby irrevocably appoints the Company and its duly authorized officers and agents as the
Employee’s agents and attorneys-in-fact to execute and file any such application and to do all
other lawfully permitted acts to further the prosecution and issuance of patents, copyrights or
other rights thereon with the same legal force and effect as if executed by the Employee.
8.7 The Employee hereby represents and warrants that the Employee is subject to no contractual or
other restriction or obligation, which will in any way limit the Employee’s activities on behalf of
the Company. The Employee hereby represents and warrants to the Company that the Employee has no
continuing obligations to any previous employer (a) with respect to any previous invention,
discovery or other item of intellectual property or (b) which require the Employee not to disclose
any information or data to the Company.
8.8 The provisions of this section 8 shall survive the termination of this Agreement.
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9.0 Remedies
9.1 The Employee acknowledges and agrees that a breach by the Employee of any of the covenants
contained in sections 7 and 8 of this Agreement herein shall result in damages to the Company and
that the Company could not be adequately compensated for such damages by a monetary award.
Accordingly, in the event of any such breach, in addition to all other remedies available to the
Company at law or in equity, the Company shall be entitled as a matter of right to apply to a court
of competent jurisdiction for such relief by way of restraining order, temporary or permanent
injunction, to cure any such breach, or as may be appropriate, to ensure compliance with the
provisions of this agreement.
10.0 Property Rights of the Company
10.1 Notwithstanding anything else in this Agreement, it is expressly acknowledged and understood
by the Employee that all the work product of the Employee while engaged by the Company pursuant to
the terms hereof shall vest in the Company absolutely and notwithstanding the generality of the
foregoing, all software, product information, improvements, notes, documents, correspondence,
produced by the Employee during the term of employment hereunder shall belong absolutely to the
Company. The Employee further agrees to execute without further consideration any assignments,
conveyances, other documents and assurances as may be necessary to effect the intent of this
provision. Notwithstanding the generality of the foregoing, the Company acknowledges that
intellectual property, know-how and the like known by or in possession of the Employee as of or
prior to the Employee becoming an employee of the Company is hereby expressly excluded from the
foregoing restrictions.
11.0 Non-Competition
11.1 The Employee agrees that following the termination of his employment with the Company for any
reason, he shall not, within Canada, the United States of America and the countries comprising the
European Economic Union, for a period of twelve (12) months from the date of such termination
(without the prior written consent of the Company) either individually or in partnership, or in
conjunction with any person or persons, firm, association, syndicate, company or corporation as
principal, agent, director, officer, employee, consultant, investor or in any other manner
whatsoever carry on or be engaged in or be concerned with or interested in, or advise, lend money
to, guarantee the debts or obligations of or permit his name or any part thereof to be used or
employed by any person or persons, firm, association, syndicate, company or corporation, engaged in
or concerned with any business that is engaged in the field of Chemokine research and development.
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11.2 The Employee acknowledges that a breach by the Employee of any of the covenants contained in
section 1.4(d) and section 11 herein shall result in damages to the Company and that the Company
could not be adequately compensated for such damages by a monetary award. Accordingly, in the
event of any such breach, in addition to all other remedies available to the Company at law or in
equity, the Company shall be entitled as a matter of right to apply to a Court of competent
jurisdiction for such relief by way of restraining order, temporary or permanent injunction, decree
or otherwise, as may be appropriate to ensure compliance with the provisions of this Agreement.
11.3 The Employee agrees that all documents, copies, records and other materials made or received
by the Employee and which are in his possession or under his control that pertain to the business
and affairs of the Company are the property of the Company and shall be returned to the Company by
the Employee forthwith upon the termination of this Agreement or at any time during the term hereof
immediately upon the request of the Company.
11.4 The Employee hereby agrees that all restrictions in this Agreement are reasonable and valid
and all defences to the strict enforcement thereof by the Company are hereby waived by the
Employee.
12.0 Employment Standards
12.1 In the event that the minimum standards in the Employment Standards Act, as it exists from
time to time, are more favourable to the Employee in any respect, including but not limited to the
provisions herein in respect of notice of termination, minimum wage or vacation entitlement than
provided for herein, the provisions of the Employment Standards Act shall apply.
13.0 General Provisions
13.1 In this Agreement, unless context otherwise requires, words Importing the singular include the
plural and vice versa, and words importing gender include all genders.
13.2 The headings and the clauses of this Agreement have been inserted as a matter of convenience
and for reference only and in no way define, limit or enlarge the scope or meaning of this
Agreement or any of its provisions.
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13.3 This Agreement may not be assigned by either party. This Agreement shall enure to the benefit
of the parties and shall be binding upon the successors of the Company.
13.4 The waiver of the Company of a breach of any provision of this Agreement by the Employee shall
not operate or be construed as a waiver of any subsequent breach by the Employee.
13.5 This Agreement constitutes the entire agreement between the parties hereto relating to the
employment of the Employee and supersedes any and all employment agreements or understandings, oral
or written, between the Company and the Employee and any such prior agreements relating to the
employment of the Employee by the Company are hereby terminated and cancelled.
13.6 This Agreement shall not be amended except in writing signed by both parties.
13.7 In the event that any provision or portion of this Agreement shall be determined to be invalid
or unenforceable for any reason, the remaining provisions and portions of this Agreement shall not
be affected by such determination and shall remain in full force and effect to the fullest extent
permitted by law.
13.8 The Employee shall, upon the reasonable request of the Company, make, do, execute or cause to
be made, done or executed, all such further and lawful acts, deeds, things, documents and
assurances of whatsoever nature and kind for the better or more perfect or absolute performance of
the terms, conditions and intent of this Agreement.
13.9 Every notice, request, demand or direction (each for the purposes of this section, a “notice”)
to be given pursuant to this Agreement by any party to another shall be in writing and shall be
delivered in person or sent by registered mail postage prepaid or by facsimile addressed as
applicable as follows:
If to the Employee at:
Suite 2407 — 0000 Xxxxxxx Xxxxxx, Xxxxxxxxx, XX, X0X 0X0
If to the Company at:
0000 Xxxxxxxx Xx,
Xxxxx 000,
Xxxxxxxxx,
XX. X0X 0X0
Xxxxx 000,
Xxxxxxxxx,
XX. X0X 0X0
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or at such other address as specified by the particular party by notice to the other.
13.10 Any notes delivered or sent in accordance with section 13.09 will be deemed to have been
given and received:
| (a) | if personally delivered, on the day of delivery, | ||
| (b) | if by registered mail, on the earlier of the day of receipt and the fifth (5th) business day after the day of mailing, or | ||
| (c) | if by facsimile, on the first business day following the day of transmittal. |
If a notice is sent by registered mail and mail service is interrupted between the point of mailing
and the destination by strike, slow down, force majeure or other cause within three (3) days before
or after the time of mailing, the notice will not be deemed to be received until actually received,
and the party sending the notice will use any other service which has not been so interrupted or
will deliver the notice in order to ensure prompt receipt.
13.11 A reference to a statute includes all regulations made pursuant thereto, all amendments to
the statute or regulations in force from time to time, and any statute or regulation which
supplements or supersedes such statute or regulations.
13.12 All sums of money which are referred to in this Agreement are expressed in lawful money of
Canada. This agreement is governed by the laws of Province of British Columbia.
13.13 Time is of the essence of this Agreement.
14.0 Independent Legal Advice
14.1 The Employee acknowledges that this Agreement has been prepared by the Company’s solicitors
and acknowledges that the Employee has had sufficient time to review this Agreement thoroughly,
that the Employee has read and understood the terms of this Agreement and that the Employee has
been given the opportunity to obtain independent legal advice concerning the interpretation and
effect of this Agreement prior to its execution.
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IN WITNESS WHEREOF this Agreement has been executed by the parties hereto as of the day and year
first above written.
| SIGNED SEALED AND DELIVERED | ) | |
| By: |
) |
Employee: /s/ Xxx Xxxxx
Xxxxxxx Xxxxxx, Xxxxxxxxx, XX, X0X 0X0
| in the presence of: | ) |
|
| Witness | ) | |
| ) | ||
| Address | ) | |
| ) |
||
| The Corporate Seal of | ) | |
| Chemokine Therapeutics Corp. | ) | |
| was hereunto affixed. | ) | |
| Per: | ) c/s | |
| ) | ||
| ) | ||
/s/ C. Xxxxxxx Xxxxxx
Board Chair & CEO
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