EXHIBIT 10.12
EMPLOYMENT AGREEMENT
--------------------------------------------------------------------------------
between
Permatec Pharma AG and ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇
▇▇▇▇ ▇▇▇▇▇▇▇ 4104 Oberwil
("Employer") ("Manager")
--------------------------------------------------------------------------------
Function: The functional position is as Head of Development, to be
changed as of January 1, 2001 to Head of Corporate Research &
Development. The Manager reports directly to the CEO of the
employer and/or the Permatec Group.
Place of
Employment: Primary place of employment shall be in the Basle, Switzerland
area. The Manager shall also travel from time to time,
visiting licensors, customers and other members of the
Permatec Group in Europe, the United States and South America.
Duties of
Manager: During the term of the employment the Manager shall exercise
the required managerial duties and functions and other
activities usually required from a head of R&D such other
activities as may be reasonably required by the superiors and
the board of directors from time to time. The Manager shall
use his reasonable best efforts to perform all such managerial
services at the standard of performance as is customary in
Switzerland and as reasonably requested by the superiors and
the board of directors.
Work week: The work-hours amount to 40 hours per week, in accordance with
the Company's internal regulations. Due to the executive
position of the Manager any extra hours are not additionally
compensated and are already considered in the salary
structure.
Salary: The salary amounts to CHF 13,076.-- per month.
A thirteenth payment amount one month's salary is also payable
in December (pro rata temporis)
Bonuses: The payment of bonuses is entirely in the discretion of the
board of directors of the Employer.
Stock Options: Upon completion of a merger of the employer with a public
company or upon completion of an IPO, the Manager shall
participate in a stock option program of the employer's group
of companies and shall receive as further compensation for his
services, a reasonable number of stock options, reflecting the
importance of the Manager for the Company, such options to be
granted by the option committee of the board of directors of
the public group.
Expenses: The Manager shall receive a general flat expense compensation
of CHF 800.-- per month for which the Manager does not need to
account.
The employer pay the costs of two round trips Switzerland-
Buenos Aires-Switzerland (coach class) per year for the
Manager and his direct family members.
All other business expenses are reimbursed to the Manager in
accordance with the expense regulations of the Employer
applicable from time to time and against justification by
vouchers.
Relocation
Expenses: The Employer pays for up to CHF 3,000 towards the lodging and
rental expenses of the Manager and his family in Switzerland.
The Employer pays for up to CHF 6,500 of the fees of a
relocation consulting company during the first 24 month of the
employment.
The Employer contributes towards the cost of German language
training of the Manager and his family with an amount of up to
CHF 10,000 during the first 12 month of the employment.
School Allowance: The company contributes towards the private school costs of
the two children of the Manager an amount of up to CHF 25,000
per year.
Company Car: The Employer puts at the disposal of the Manager a company
car, presently Audi A6 or equivalent, for business and private
use. Fuel consumption for private use is to be paid by the
Manager.
Pension Fund: The manager is entitled to join the executive pension fund
plan (Beletage) of the Employer at the same terms and
conditions as the other executive managers of the Employer.
Insurance: The Employer includes the manager in its accidence insurance
plan.
Deductions: The statutory premiums for social security, insurances,
pension fund and income tax withholding will be deducted from
the salary each month.
Vacation: Vacation entitlement amount to 20 working days per calendar
year (pro rata temporis).
Sick Leave: The base salary is paid for up to an aggregate of 5 (five)
weeks per calendar year of absences for sickness of the
Manager, or such other longer time periods which may be
prescribed by the applicable laws.
Duration and
Termination: This contract shall come into force on April 1, 2000 and is
entered into for an indeterminate period. The trial period is
waived. The employment may be terminated by either party by
giving the other party 3 month written notice, effective at
the end of any month.
Non-Competition: The Manager shall refrain during the entire term of employment
from engaging in any other occupation or activity against
compensation, including paid memberships on board of
-2-
directors, unless the board gives its written consent thereto
which consent may not be unreasonably withheld. In addition,
upon termination of the employment and for a period of 12
month from the effective date of termination, the Manager
shall abstain from engaging directly or indirectly into any
activity competing with the activities of the employer or the
enlarged Permatec Group; the area of this non-compete covenant
shall be restricted to Switzerland, Germany, France, Italy and
the United States of America.
Obligation of
Secrecy: The Manager herewith commits himself during the entire period
of his employment, and also after the term of the employment
of this Agreement, to treat as strictly confidential any and
all company business documentation and also any and all
information to which he becomes privy, to the extent that such
documentation of information is not specifically declared as
free for public dissemination. Such documentation and
information will not be put to personal use, nor made
available to third parties. Upon termination of the employment
the employee commits himself to return to the Company all
documentation which have come into the Manager's possession in
connection with the performance of his duties; the Manager
shall not retain in his possession any copies and shall
execute a written declaration of this fact upon termination of
the employment.
Intellectual
Property: The Manager shall not have any rights in or entitlement to or
ownership in any inventions, patent applications, patents or
any other intellectual property rights which are derived by
the employer with the contribution of the Manager. All
intellectual property rights, inventions and patents,
including all inventions mentioned in section 332 paragraph 1
and paragraph 2 of the Swiss Code of Obligations belong
exclusively to the Employer, regardless of the contributions
to or participation of the Manager in the creation of any
inventions or intellectual property rights. The remuneration
of the invention and patents is included in the salary. The
Manager has the right to be listed as an "inventor" in the
patent applications in the name of the employer or a group
company for those inventions where the Manager has personally
substantially contributed.
Other contractual
conditions: To the extent not specifically stated or overridden by the
terms and conditions of this contract the Swiss Code of
Obligations, the Swiss Employment Laws and the pertinent
federal and cantonal regulations will apply. The Manager is
also bound by the employer's general rules and regulation as
communicated to the employees and managers from time to time.
Place of
Jurisdiction: All disputes arising in connection with the employment shall
be submitted to the exclusive jurisdiction of the courts in
the Canton Basle-Land.
-3-
Muttenz, May 31, 2000 Permatec Pharma AG
/s/ ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇ /s/ ▇▇. ▇▇▇▇▇▇▇ Conella
-------------------------------- ----------------------------------
▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇. ▇▇▇▇▇▇▇ Conella
Executive Chairman
/s/ ▇▇. ▇.▇. ▇▇▇▇▇▇▇▇▇▇▇▇
----------------------------------
▇▇. ▇.▇. ▇▇▇▇▇▇▇▇▇▇▇▇
Director
-4-