Exhibit 10.50
EMPLOYMENT
AGREEMENT
THIS EMPLOYMENT AGREEMENT (this
“Agreement”) effective as of 1st day of July 2007, is
entered into by and between Neuromed Pharmaceuticals Ltd. ,
a company incorporated under the laws of British Columbia (together
with its subsidiaries, the “Company” or
“Neuromed”), and Dr. Terrance Snutch
(“ Dr. Snutch ”), an individual residing in
British Columbia (the “Executive”).
W I T N E S S E T
H:
WHEREAS,
The Company and Dr. Snutch
entered into an agreement (the “First Employment
Agreement”) on March 2, 1998 and then later amended the
agreement on November 30, 1998 (the “Second Employment
Agreement”), and then later amended the agreement on the
30 th
day of November, 2000 (the
“Third Agreement”) and then later amended the agreement
on May 17, 2001 (the “Fourth Agreement”) to record the
terms and conditions to govern the employment of Dr. Snutch by
the Company from and after May 17, 2001.
The Company and Dr. Snutch wish
to amend and replace the Fourth Employment Agreement with a new
agreement (the “Agreement”) which will set out the
amended terms and conditions which will govern the employment of
Dr. Snutch by the Company from and after the Effective Date of
this Agreement and which shall retroactively amend and replace
certain terms of the Third Employment Agreement.
NOW THEREFORE in consideration of
the mutual benefits to be derived from this Agreement, the Company
and the Executive hereby agree as follows:
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1.
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Term of
Employment; Duties; Necessary Agreements .
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(a) The Company hereby agrees to
continue to employ Dr. Snutch and, subject to termination in
accordance with the provisions of paragraph 4 hereof, the Company
shall employ the Executive with the title of Vice President and
Chief Scientific Officer, with the duties and responsibilities
prescribed for such office in his job description, as well as such
additional duties and responsibilities consistent with such
position as may from time to time be assigned to the Executive by
the President & Chief Executive Officer of
Neuromed.
As Vice President and Chief
Scientific Officer, Executive shall perform such duties and
exercise such powers commensurate with his office which will
include but are not limited to the following
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(i)
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leading,
proposing plans and directions for and directing the scientific,
research and development activities of the Company;
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(ii)
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keeping the
Board informed as to all matters concerning the Company’s
activities; and
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(iii)
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meeting the
performance standards that may be reasonably prescribed, from time
to time, for Dr. Snutch by the Board or Neuromed’s
President & CEO.
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Executive agrees to perform all his
duties and discharge such responsibilities in a competent,
professional and ethical manner, and in accordance with the terms
of this Agreement.
(b) It is acknowledged that
Dr. Snutch is a full Professor at the University of British
Columbia (“UBC”), that it is in the best interests of
the Company for Dr. Snutch to maintain that position, and that
Dr. Snutch will devote an appropriate amount of time to the
business and affairs of the Company in order to perform all the
duties of his positions with the Company and UBC, other than during
vacations and periods of illness or incapacity; provided, however,
that nothing in this Agreement shall preclude the Executive from
devoting time required to: (i) maintain the directorships and
other responsibilities now held by him as well as such additional
directorships as may be approved, from time to time, by
Neuromed’s President & CEO ; or (ii) engaging
in charitable and community activities approved in advance by
Neuromed’s President & CEO and provided that
Neuromed continues to determine that Executive’s
participation in such activities does not interfere with the
performance of his duties hereunder.
(c) The terms of the Assignment of
Inventions, Work Practises and Confidentiality Agreement
November 30, 1998 between Dr. Snutch and the Company
shall continue in full force and effect and shall form part of this
Employment Agreement.
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2.
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Compensation
and Benefits .
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For all services rendered by the
Executive in any capacity during the period of Executive’s
employment by the Company, including without limitation, services
as an executive officer or member of any committee of the Board of
Directors or any subsidiary, affiliate or division thereof, from
and after the Effective Date, the Executive shall be compensated as
follows:
(a) Base Salary . Effective
January 1, 2007, the Company shall pay the Executive a base
salary (“Base Salary”) at a rate of Two Hundred Eleven
Thousand Dollars ($219,000) per year. The individual to whom the
Executive shall report may periodically review the
Executive’s Base Salary and may determine to increase the
Executive’s salary, in accordance with such policies as the
Company may hereafter adopt from time to time, if it deems
appropriate. Base Salary will be payable in accordance with the
customary payroll practices of the Company.
(b) Incentive Compensation .
Executive will be eligible to receive an annual performance bonus
(the “Performance Bonus”). The final determination on
whether or not a Performance Bonus is paid, or the amount of any
Performance Bonus, will be made by the
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Board of Directors in its sole
discretion, based upon the achievement of mutually agreed upon
performance goals, and other subjective factors. Executive is
eligible for a Performance Bonus of up to forty percent
(40%) of his Base Salary. In order to be eligible for any
Performance Bonus in any given year, Executive must be on the
active payroll of Company on the date that such Performance Bonus
is or would have been paid out.
(d) Fringe Benefits, Option
Grants and Miscellaneous Employment Matters . The Executive
shall be entitled to participate in such disability, health and
life insurance and other fringe benefit plans or programs, of the
Company established from time to time by the Board of Directors, if
any, to the extent that his position, tenure, salary, age, health
and other qualifications make him eligible to participate, subject
to the rules and regulations applicable thereto. In addition, the
Executive shall be entitled to:
(i) A monthly car allowance in the
amount of $210.00; and
(ii) Participate in the
Company’s stock option plan, as may be established from time
to time, to purchase shares of the Company’s Common Stock,
based on fair market value as maybe established by the Board of
Directors in its reasonable discretion, to the extent such
participation is approved by the Board of Directors. As a condition
precedent to Executive’s receipt of, and vesting in, any of
the above-referenced Option Grants, Executive must be on the active
payroll of Company on the date that such Option Grants did or would
have vested.
(e) Withholding and Employment
Tax . Payment of all compensation hereunder shall be subject to
customary withholding tax and other employment taxes as may be
required with respect to compensation paid by an
employer/corporation to an employee.
(f) Travel and Expenses . The
Company shall pay or reimburse reasonable expenses incurred by the
Executive in connection with the performance of his duties under
this Agreement, as may be required and approved by the individual
to whom Executive reports. All expenses shall be submitted in
writing within thirty (30) days after they are incurred, be
consistent with duly approved Company budgets, and shall be in
accordance with such policies and procedures for documentation as
the Company may from time to time establish and as the Company
determines is required to preserve any deductions for income
taxation purposes to which the Company may be entitled.
(g) Vacation . Executive
shall receive four (4) weeks of vacation annually,
administered in accordance with the Company’s existing
vacation policy.
(h) No other amounts . The
Executive acknowledges and agrees that unless otherwise expressly
agreed in writing between the Executive and the Company, the
Executive shall not be entitled, by reason of employment with the
Company, to any remuneration, compensation or benefits other than
those expressly provided for in this agreement.
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3.
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Other
Obligations of Neuromed .
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(a) Neuromed shall maintain, perform
and provide, at its expense, such offices and equipment, supplies,
furniture, and fixtures, as it determines are reasonably necessary
for the performance of services by Executive.
(b) T