CHIEF EXECUTIVE OFFICER
CONSULTING AGREEMENT
THIS AGREEMENT
(the “Agreement”) is made and entered into this 12
th day of June, 2009, by and between Anavex Life
Sciences Corp., a Nevada corporation (the "Company"), and Herve de
Kergrohen (hereinafter the “Executive”).
W I T N E S S E T H:
WHEREAS, Executive
and the Company deem it to be in their respective best interests to
enter into an agreement providing for the Company to retain the
services of Executive pursuant to the terms herein
stated;
NOW, THEREFORE, in
consideration of the premises and the mutual promises and
agreements contained herein, it is hereby agreed as
follows:
1. Effective Date.
This Agreement shall be effective as
of the 12 th day of June, 2009, which date shall be
referred to herein as the "Effective Date".
2. Position and
Duties.
(a)
The Company hereby retains Executive as its Chief Executive Officer
commencing as of the Effective Date for the "Term of Agreement" (as
herein defined below). In this capacity, Executive shall (i) devote
necessary business time required to perform the services, (ii)
devote his best efforts, skill, and energies to promote and advance
the business and/or interests of the Company, and (iii) perform
faithfully the duties assigned to him according to certain
objectives to be decided by the Executive and the Board. In
addition, Executive will sit as a member on the Company Board of
Directors.
(b)
The Executive will carry out his duties centrally from Geneva,
Switzerland.
(c)
The Executive shall provide in writing a Monthly Update Progress
Report to the Board of Directors.
3.
Compensation.
(a)
Consulting Fees. The Company shall pay to Executive during the Term
of Agreement, a consulting fee at the rate CHF35,000 per
month.
Such fees shall be payable
monthly and in accordance with the Company's normal payroll
procedures. (Executive's monthly fees, as set forth above or as it
may be increased from time to time as set forth herein, shall be
referred to hereinafter as "Base Fee").
(b) Incentive
Bonus. The Company will pay to the Executive a CHF100,000 bonus on
the annual anniversary of the term of the Agreement.
(c)
Stock Options. The Company shall grant to the Executive stock
700,000 common share purchase options pursuant to the terms of
Schedule 1 as attached. Exercise price of options will be set at
$2.25.
(d)
Pay the Executive a 4% finders bonus on up to the first $100
million and a 2% finders bonus on any amounts that exceed $100
million of any funding (joint-venture, licensing, and/or drug
development funding) or trade sale secured from non-investment
banking enterprises as a direct result of introduction and closing
by the Executive. Payment due upon receipt of cash milestone
payments to the Company.
4. Benefits during the Term of
Agreement.
(a)
The Company shall reimburse Executive for reasonable business
expenses incurred in performing Executive's duties and promoting
the business of the Company, including, but not limited to, travel
and lodging expenses, following presentation of documentation in
accordance with the Company's business expense reimbursement
policies.
5. Term of
Agreement.
As used herein, the phrase "Term
of Agreement" shall mean the period commencing on the Effective
Date and ending on the same date two (2) years later; provided,
however, that as of the expiration date of each of (i) the initial
Term of Agreement and (ii) if applicable, any Renewal Period (as
defined below), the Term of Agreement shall automatically be
extended for a two (2) year period (each a "Renewal Period") unless
either the Company or Executive provides Two (2) months' notice to
the contrary. Notwithstanding the foregoing, the Term of Agreement
shall expire on the first to occur of the following:
6 . Termination.
6.1
The Company shall have the right to terminate this Agreement
hereunder with or without cause by giving Employee 60 days prior
written notice to that effect. Any such termination of employment
shall be effective on the date specified in such notice. For the
purpose of this Agreement, “for cause” shall mean (i)
commission of a willful act of dishonesty in the course of
Employee’s duties hereunder, (ii) conviction by a court of
competent jurisdiction of a criminal offense or a crime
constituting a felony or conviction in respect of any act involving
fraud, dishonesty or moral turpitude resulting in Company’s
detriment or reflecting upon Company’s integrity (other than
traffic infractions or similar minor offenses), (iii) a material
breach by Executive of the terms of this Agreement or the
Company’s Code of Conduct, as such may be amended from time
to time.
6.2 The Executive
shall have the right to terminate this Agreement hereunder for Good
Reason. Any such termination should entitle the Executive to the
termination package of the termination by the Company without cause
as below. Good Reason means the assignment to Executive of duties
inconsistent in any material respect with the position of CEO of
the Company (including status, office, title and reporting
relationship), a material breach of this Agreement by the Company,
any other action by the Company which results in a material
diminution in Executive position, authority, duties, or
responsibilities to the Company or a requirement that the Executive
relocate his business or residence (as a result of a move of the
companys’ principal offices) to a new location that is more
than 50 miles from Executive home residence, a merger, sale of all
or substantially all of the assets, or change of shareholder
control of the Company.
7. Consideration.
In the event of 6.1 (termination for
cause) as above any vested options not exercised shall become void
and of no further effect. All non-vested options at the time of
termination or death shall become immediately void and of no
further effect. In the event of 6.1 (termination without cause) as
above the Executive is entitled to a lump sum payment equal to two
months base fee if termination occurs before the Contemplated
Financing and entitled to four months base fee as well as the pro
rated amount of Incentive Bonus earned if terminated after the
Contemplated Financing.
8. Intellectual
Property. During the term
of this Agreement, Executive shall disclose immediately to Company
all ideas and inventions that he makes, conceives, discovers or
develops during the course of consulting with Company, including
but not limited to any inventions, modifications, discoveries,
developments, improvements, trademarks, computer programs,
processes, products or procedures (collectively “Work
Product”) that: (i) relates to the business of Company; or
(ii) results from tasks assigned to Executive by Company; or (iii)
results from the use of the premises or property (whether tangible
or intangible) owned, leased or contracted for or by Company.
Executive agrees that any Work Product shall be the sole and
exclusive property of Company without the payment of any royalty or
other consideration except for the compensation paid to Executive
hereunder. Executive agrees that during the term of this
Agreement
