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EMPLOYMENT AGREEMENT

Employment Agreement

EMPLOYMENT AGREEMENT | Document Parties: COMBINATORX, INC | Neuromed Pharmaceuticals Ltd You are currently viewing:
This Employment Agreement involves

COMBINATORX, INC | Neuromed Pharmaceuticals Ltd

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Title: EMPLOYMENT AGREEMENT
Date: 8/7/2009
Industry: Biotechnology and Drugs     Sector: Healthcare

EMPLOYMENT AGREEMENT, Parties: combinatorx  inc , neuromed pharmaceuticals ltd
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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:

 

1.

Term of Employment; Duties; Necessary Agreements .

(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

 

 

(i)

leading, proposing plans and directions for and directing the scientific, research and development activities of the Company;


 

(ii)

keeping the Board informed as to all matters concerning the Company’s activities; and

 

 

(iii)

meeting the performance standards that may be reasonably prescribed, from time to time, for Dr. Snutch by the Board or Neuromed’s President & CEO.

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.

 

2.

Compensation and Benefits .

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

 

2


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.

 

3


3.

Other Obligations of Neuromed .

(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


 
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