EX-10.1
EMPLOYMENT AGREEMENT,
dated as of April
18, 2007
(the "AGREEMENT"), between Synovics Pharmaceuticals,
Inc., a Nevada
corporation
(the "COMPANY"), and
David Coffin-Beach (the "EMPLOYEE").
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The Company wishes to employ Employee, and Employee wishes to
be employed by the Company, pursuant to the terms set forth in this
Agreement.
The parties
desire to set forth
the terms upon which the
Employee will be employed by the Company.
The parties hereby agree as follows:
1. WORKING RELATIONSHIP.
1.01. EMPLOYMENT.
Commencing
on the date of this
Agreement
(the "EFFECTIVE DATE"), the Company shall employ the Employee,
and the Employee
shall serve the
Company, as President
and Chief Operating Officer. In such
capacity (a) Employee
shall report to, and
follow the directions
of, Ronald
Howard Lane, the Company's Chief Executive Officer (the "CEO") and the Board
of
Directors (the
"Board"),
(b) perform and carry out such duties and
responsibilities that
are reasonably
consistent with
Employee's position
and
responsibilities and
this Agreement, and (c) perform and discharge such
additional duties and responsibilities as may be determined from
time to time by
the CEO and the Board.
1.02. FULL TIME. Commencing on the date of this Agreement, the
Employee shall devote
his full and exclusive
business time and energies to the
performance of his
duties to the Company
pursuant to this Agreement, which
duties shall be performed diligently and in a professional
manner. Nothing in
this Agreement
shall prevent the
Employee from devoting
reasonable
time and
attention to personal, public and charitable affairs, as long as
such activities
do not interfere
with the effective performance of his duties hereunder.
Furthermore,
nothing in
this Agreement shall prevent the Employee from
continuing to
serve as a member of the board of directors of IntelGenX
Technologies, Fluid
Air Inc., and
VCG&A.
Employee shall take care to recues
himself from any
interactions
between the Company
and his role as director of
these noted firms that may have the appearance of or in fact be in
conflict with
his role as Employee.
1.03. TERM. The Employee's employment hereunder shall commence
as of the date hereof (the "COMMENCEMENT DATE") and except as
otherwise provided
in Section 5 hereof,
shall continue for three (3) years following the date
hereof (the "INITIAL TERM"). Thereafter, this Agreement shall automatically
be
renewed (upon the
compensation terms
provided herein other
than option grants
which shall be
negotiated
with the Employee at such time) for a one
(1) year
term commencing at the end of the Initial Term (the Initial Term,
together with
any such subsequent
employment
term(s), being also referred to herein as
the
"TERM"), unless the
Employee or Company shall have provided a written notice of
termination electing
not to renew the Term
to the other party at
least sixty
(60) days prior to such scheduled expiration. Upon the expiration
or non-renewal
of the Term pursuant to this Section 1.03 or its termination
pursuant to
<PAGE>
Section 5 hereof,
inclusive, the
Employee shall be released from all duties
hereunder (except as
set forth in Sections 5 and 6 hereof) and the obligations
of Company to Employee shall be as set forth in Section 5 hereof
only.
2. SALARY AND BONUSES.
2.01. SALARY.
The Company shall pay a base salary to the
Employee at a rate of US $300,000.00 per calendar year (pro-rated
for periods of
less than a full calendar year) (the "BASE SALARY"), payable to the Employee in
bi-weekly installments
in accordance with the Company's standard salary payment
policies. Any
subsequent salary
increases mutually
agreed upon by the Company
and the Employee (each in their discretion) shall be documented in
writing, and
shall be deemed to amend this Section 2.01.
2.02. BONUSES.
(a) Following the end of each calendar year
during the Term, wholly subject to the discretion of the Board (or
any committee
of the Board delegated authority over employee compensation matters) based
upon
the Employee's
performance
during such calendar
year and/or other criteria as
the Board may deem
appropriate, including
the Company's
earnings, financial
condition, rate of return on equity and compliance with regulatory
requirements,
the Company
may award the
Employee a bonus payable in cash or in shares of
common stock,
par value $0.001 of the Company (the
"COMMON STOCK"), at the
option of the Company,
for the relevant calendar year (pro-rated for periods of
less than a full calendar year).
(b)
PAYMENT DATES. Each bonus payable pursuant to
Section 2.02(a) shall paid on an annual basis, within seventy-five (75) days
of
the close of each fiscal year, provided, however, in the event that the
audited
financial statements
of the Company with respect to a fiscal year are not
completed within such seventy-five (75) day period, the Board shall make a good
faith estimate of the amount owing pursuant to Section 2.02(b),
if any, payable
within such
seventy-five day period (the "GOOD FAITH PAYMENT"). The Good Faith
Payment shall be subject to (i) the Company's right to recover any
overpayment,
and (ii) the
Employee's right to
receive an additional payment, each upon
completion of audited financials with respect to such fiscal year.
Accordingly,
in the case of overpayment to the Employee, the Employee shall be obligated
to
pay the Company an amount equal to the Good Faith Payment,
less the amount
owed
pursuant to Section 2.02(a), within ten (10) business days of
receipt of written
notice from the Company of such overpayment; and, similarly, in the case of an
underpayment to the Employee, the Company shall pay the Employee an
amount equal
to the amount owed
pursuant to Section
2.02(a), less the Good
Faith Payment,
within ten (10)
business days of the Board's final acceptance of audited
financial statements from the Company's auditors.
(c) Wholly subject to
the discretion of the
Board (or
any committee
of the Board
delegated authority over employee compensation
matters) based upon the Employee's performance during such calendar
year and/or
other criteria
as the Board may deem appropriate, including the Company's
earnings, financial
condition,
rate of return on
equity and compliance
with
regulatory
requirements, the
Company, in its sole discretion, may grant to
Employee options to
purchase shares of Common Stock or other equity securities
of the Company pursuant to any equity compensation plan of the
Company which the
Employee is eligible to participate.
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<PAGE>
2.03 STOCK OPTIONS.
Effective upon the execution and delivery
hereof, the Company
has granted to Employee options (the "OPTIONS") to
acquire
an aggregate of 1,500,000 shares of Common Stock, exercisable for
seven years at
the initial exercise
price of $2.00 per share, subject to adjustment for
stock
splits, stock
dividends,
reverse stock
splits, and recapitalizations. The
Options shall vest in
three equal annual
installments
commencing on the first
anniversary of the date of this Agreement. The shares of Common Stock
issuable
upon exercise of the
Options and against
payment as provided
therein shall be
validly authorized and issued, fully paid, and non-assessable.
Notwithstanding
other provisions of
this Section 2.03, if employee is Terminated Without Cause
per Section 5.04(b) or
there is a Change of Control per Section 5.03 prior to
the end of the third anniversary of the Agreement, any and all
remaining Options
not previously vested shall be deemed to have been vested as of
that date.
3. EXPENSES; BENEFITS.
3.01. EXPENSES.
The Employee shall be entitled to
reimbursement by the
Company for all reasonable travel, lodging and other
expenses actually incurred by the Employee in connection with the
performance of
his duties, against
receipts or other appropriate written evidence of such
expenditures as required by the appropriate Internal Revenue
Service regulations
or by the Company
and such expenses shall be approved by the Board as a
condition to reimbursement thereof. The Employee acknowledges that
the Company's
policies regarding the
documentation
of expenses for which
reimbursement
is
sought may change from time to time, and the Employee agrees that
he will comply
with the Company's reasonable documentation requirements.
3.02. BENEFITS. The
Employee shall be entitled to participate
in all health
insurance and other
benefit plans
maintained by the Company for
its employees, subject
to applicable eligibility requirements and, in the case
of benefit
or incentive plans pursuant to which the grant or award of any
benefit is at the discretion of the Board or other person,
to the discretion
of
the Board or such other person. Nothing in the foregoing shall
limit or restrict
the Company's
discretion
to amend, revise or terminate any benefit or plan
without notice to or
consent of the
Employee. The Company
will provide full
Health benefits
consistent
with the Health Care Plan in place for both the
employee and his spouse who currently resides in the province of
Ontario, Canada
(provided the Company's carrier is able to extend such coverage to
an individual
in Ontario, Canada).
4. VACATION
AND PERSONAL
DAYS. The Employee shall, upon
reasonable notice to the Company, be entitled to up to twenty (20)
business days
of paid vacation and
personal days during
each calendar
year, pro rated for
periods of less
than a full
calendar year; PROVIDED, that the timing and
duration of any particular vacation or personal day shall not
interfere with the
business of the Company or the effective performance of the Employee's duties
hereunder, as reasonably determined in good faith by the Board.
5. TERMINATION OF AGREEMENT. The Employee's employment shall
terminate upon the occurrence of any one or more of the following
events:
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<PAGE>
5.01 DEATH.
In the event of Employee's death, Employee's
employment shall terminate on the date of his death.
5.02 TERMINATION
BY THE COMPANY. The Company may, at its
option, terminate Employee's Employment for any reason, including
for "Cause" or
no reason whatsoever
by giving a written
notice to the Employee that indicates
the specific reasons
for termination
relied upon by the
Company. Such
notice
shall specify
the date of
termination,
which date shall not
be earlier than
thirty (30) days after such notice is given. For purposes of this Agreement,
"CAUSE" shall
mean (i) the Employee's indictment of a felony or a crime
involving dishonesty, act of moral turpitude, fraud (including
securities fraud)
or embezzlement,
(ii) commission of an act of willful misconduct or gross
negligence by the Employee resulting in a material loss to the
Company, (ii) the
Employee's willful or grossly negligent commission of an act which
constitutes a
Competitive Activity,
or (iv) a material breach by the Employee of any covenant
or obligation under this Agreement or written policy of the Company
(unless such
policy conflicts
with this Agreement), unless cured within thirty (30) days
following the
delivery of written notice thereof to the Employee; (v) the
Employee's habitual or
willful neglect or
disregard of directives of the Board
of Directors,
unless cured within
thirty (30) days
following the delivery
of
written notice thereof to the Employee; (vi) unauthorized appropriation of a
material business opportunity of the Company by the Employee,
including securing
any personal profit in connection with any transaction entered into
on behalf of
the Company; (vii)
misappropriation
by the Employee of the
Company's funds or
property that has a material adverse affect on the business or
operations of the
Company, (viii) any finding by the Securities and Exchange
Commission pertaining
to the Employee which could reasonably be expected to impair or
impede Company's
ability to maintain itself as a publicly-traded company; or (ix) any material
misstatement is provided by the Employee for inclusion in any
regulatory report
or public filing of the Company. For purposes hereof, whether or not the
Employee has
committed an act of the type referred to in clauses (i)
through
(ix) above
will be determined by the Board in its reasonable, good faith
discretion; PROVIDED, HOWEVER, that Employee will be given
reasonable notice and
the opportunity
to be heard prior to any such Board determination. Any
termination by the
Company of the Employee's employment with the Company that
does not meet the criteria set forth in this definition (determined
as set forth
in the immediately
preceding sentence)
shall be deemed to be without Cause for
purposes of this Agreement.
5.03 EMPLOYEE
TERMINATION.
The Employee may, at
his option,
terminate his
employment
for any reason,
including for "Good Reason" or no
reason whatsoever by
giving a written
notice to the Company that indicates the
specific reasons for termination relied upon by the Employee.
Such notice shall
specify the date of termination, which date shall not be earlier
than sixty (60)
days after such notice is given. For purposes of this Agreement,
"GOOD REASON"
shall mean (i) any material breach by the Company of this
Agreement that is not
cured by the Company within thirty (30) days after written notice
specifying in
reasonable detail the
nature of such material breach is provided to the Company
by the Employee or (ii) a Change of Control. For purposes hereof,
whether or not
the Employee has Good Reason to terminate his employment by the
Company pursuant
to clause (i) above
will be determined
by the Board in its
reasonable,
good
faith discretion,
based upon the facts known to the Board at the relevant time.
Any termination by the Employee of his employment with the Company
that does not
meet the criteria set forth in this definition (determined as set forth in
the
immediately preceding sentence) shall
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<PAGE>
be deemed to be without Good Reason for purposes of this Agreement.
For purposes
of this Agreement, "CHANGE OF CONTROL" shall mean (i) the
acquisition of Company
pursuant to a consolidation of Company with, or merger of
Company with or into,
any other person or entity with the result of which the holders of
the Company's
voting stock
immediately prior to
such transaction hold
less than fifty (50%)
percent of the combined voting power after giving
effect to such
transaction;
(ii) the sale of all or substantially all of the assets or capital stock of
Company to any other person or entity; (iii) securities of Company
representing
greater than fifty (50%) percent of the combined voting power of Company's then
outstanding voting
securities are
acquired by a person or entity, or group of
related persons
or entities, in a single transaction or series of related
transactions, or (iv) the voting in of an independent slate of
Directors for the
Board of Directors,
not put forth by the
existing Board,
which results in a
change in the majority and gives effective control of Directors on the Board
by
the new independent slate.
5.04 OBLIGATIONS OF COMPANY FOLLOWING TERMINATION OF THE TERM.
Following
termination of
Employee's
employment
under
the respective
circumstances
described below,
Company shall pay to Employee or his estate, as
the case may be, the following compensation and provide the
following benefits
in full satisfaction and final settlement of any and all claims and
demands that
Employee now has or hereafter may have hereunder against Company. The Employee
acknowledges that any
non-renewal or
expiration of this Agreement shall not be
deemed an event of
t
