EXHIBIT 10.79
[QLT INC. LOGO]
EMPLOYMENT AGREEMENT
This Employment Agreement is entered into as of June 10, 2002
BETWEEN:
QLT INC., having an address of ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇, ▇▇▇▇▇▇,
("QLT" or the "COMPANY")
AND:
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, having an address of ▇▇▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇, ▇.▇.▇.
("▇▇. ▇▇▇▇▇▇").
WHEREAS:
A. QLT is a world leader in the development and commercialization of
proprietary pharmaceutical products for use in photodynamic therapy, an
emerging field of medicine utilizing light-activated drugs in the treatment
of disease and has other active development programs ongoing in areas
outside of photodynamic therapy;
B. QLT has offered to ▇▇. ▇▇▇▇▇▇, and ▇▇. ▇▇▇▇▇▇ has accepted, employment with
QLT as Senior Vice President & Chief Business Officer.
C. QLT and ▇▇. ▇▇▇▇▇▇ wish to enter into this Agreement to set out the terms
and conditions of ▇▇. ▇▇▇▇▇▇'▇ employment with QLT.
D. Employment is subject to ▇▇. ▇▇▇▇▇▇ obtaining and maintaining permission of
Canada Immigration to work in Canada in this position. QLT will reimburse
▇▇. ▇▇▇▇▇▇ for the costs associated with obtaining employment and permanent
residence status.
NOW THEREFORE in consideration of $10.00, the promises made by each party
to the other as set out in this Agreement and other good and valuable
consideration, the receipt and sufficiency of which the parties acknowledge and
agree, QLT and ▇▇. ▇▇▇▇▇▇ agree as follows:
1. POSITION AND DUTIES
1.1 POSITION - QLT will employ ▇▇. ▇▇▇▇▇▇ in the position of Senior Vice
President & Chief Business Officer, and ▇▇. ▇▇▇▇▇▇ agrees to be employed by
QLT in this position, subject to the terms and conditions of this
Agreement.
1.2 DUTIES, REPORTING AND EFFORTS - In the performance of his duties as Senior
Vice President & Chief Business Officer, ▇▇. ▇▇▇▇▇▇ shall, in accordance
with his Accountability Statement, as may be amended from time to time:
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EXHIBIT 10.79
(a) OVERALL RESPONSIBILITIES - Have overall responsibility for the
development, implementation and coordination of the Company's
Corporate Development, Business Development, Legal and Intellectual
Property policies, objectives and operations in a manner that will
ensure achievement of the Company's overall long-term strategic
objectives.
(b) CORPORATE DEVELOPMENT DEPARTMENT - Personally undertake and/or
delegate all senior administrative responsibilities pertaining to the
day-to-day Corporate Development, Business Development, Legal and
Intellectual Property functions at QLT, in accordance with policies
established from time to time by the President of the Company (the
"PRESIDENT") and by the Board of Directors of the Company (the
"BOARD").
(c) REPORT - Report, as and when required, to the President.
(d) BEST EFFORTS - Use his best efforts, industry and knowledge to improve
and increase QLT's business and to ensure that QLT is at all times in
compliance with applicable provincial, state, federal and other
governing statutes, policies and regulations pertaining to QLT
business, and in particular, project planning and management at QLT.
(e) WORKING DAY - Devote the whole of his working day attention and
energies to the business and affairs of QLT.
2. COMPENSATION
2.1 ANNUAL COMPENSATION - In return for his services under this Agreement, the
Company agrees to pay or otherwise provide the following total annual
compensation to ▇▇. ▇▇▇▇▇▇:
(a) BASE SALARY - A base salary in the amount of $290,000.00 (U.S.) in 24
equal installments payable semi-monthly in arrears, subject to
periodic reviews at the discretion of the President and the Board.
(b) BENEFIT PLANS - Coverage for ▇▇. ▇▇▇▇▇▇ and his eligible dependents
under any employee benefit plans provided by/through QLT to its
employees, subject to:
I. Each plan's terms for eligibility,
II. ▇▇. ▇▇▇▇▇▇ taking the necessary steps to ensure effective
enrollment or registration under each plan, and
III. Customary deductions of employee contributions for the premiums
of each plan.
As at the date of this Agreement, the employee benefit plans provided
by/through QLT to its employees include life insurance, accidental
death and dismemberment insurance, dependent life insurance,
vision-care insurance, health insurance, dental insurance and short
and long term disability insurance. QLT and ▇▇. ▇▇▇▇▇▇ agree that
employee benefit plans provided by/through QLT to its employees may
change from time to time.
(c) EXPENSE REIMBURSEMENT - Reimbursement, in accordance with the
Company's Policy and Procedures Manual (as amended from time to time),
of all reasonable business related promotion, entertainment and/or
travel expenses incurred by ▇▇. ▇▇▇▇▇▇, subject to him maintaining
proper accounts and providing documentation for these expenses upon
request.
(d) VACATION - Four weeks of paid vacation per year, as may be increased
from time to time in accordance with QLT's standard vacation policy.
As per the Company's Policy and Procedures Manual (as amended from
time to time), unless agreed to in writing by the Company:
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EXHIBIT 10.79
I. All vacation must be taken within one year of the year in which
it is earned by ▇▇. ▇▇▇▇▇▇, and
II. Vacation entitlement shall not be cumulative from year to year.
(e) RRSP CONTRIBUTIONS - Provided the conditions set out below have been
satisfied, in January or February of the year following the year in
which the income is earned by ▇▇. ▇▇▇▇▇▇ (the "INCOME YEAR"), QLT
shall make a contribution of up to 7% of ▇▇. ▇▇▇▇▇▇'▇ annual base
salary for the Income Year to ▇▇. ▇▇▇▇▇▇'▇ Registered Retired Savings
Plan ("RRSP"). The contribution to ▇▇. ▇▇▇▇▇▇'▇ RRSP as set out above
is subject the following conditions:
I. The maximum contribution to be made by the Company to ▇▇.
▇▇▇▇▇▇'▇ RRSP is 50% of the annual limit for Registered
Retirement Savings Plans as established by Revenue Canada for the
Income Year,
II. ▇▇. ▇▇▇▇▇▇ must have contributed an equal amount into his RRSP,
and
III. ▇▇. ▇▇▇▇▇▇ is still actively employed by the Company when the
matching contribution would otherwise be made.
(f) CASH INCENTIVE COMPENSATION PLAN - Participation in the Cash Incentive
Compensation Plan offered by QLT to its senior executives in
accordance with the terms of such Plan, as amended from time to time
by the Board. The amount of the payment granted, if any, is at the
discretion of the Executive Compensation Committee of the Board.
(g) SIGNING STOCK OPTIONS - Conditional on ▇▇. ▇▇▇▇▇▇ entering into this
Agreement, the Board has approved and the Company will grant the
option for ▇▇. ▇▇▇▇▇▇ to purchase 200,000 common shares of QLT. The
options will be subject to the terms and conditions set out in QLT's
current Stock Option Incentive Plan, have a five year term from the
date of grant and will vest monthly in equal numbers over three years.
The exercise price of these options is $19.71, being the closing price
on the Toronto Stock Exchange on the trading day immediately prior to
the date on which ▇▇. ▇▇▇▇▇▇'▇ employment with the Company commenced.
These options may not be exercised by ▇▇. ▇▇▇▇▇▇ until he has
successfully completed six months' employment with QLT from the
Commencement Date, and the grant will be conditional upon ▇▇. ▇▇▇▇▇▇
not having provided a Resignation Notice (as defined below) nor having
received a written notice of termination from QLT on or before the end
of the six month period.
(h) STOCK OPTION PLAN - Participation in any stock option plan offered by
QLT to its employees, in accordance with the terms of the plan in
effect at the time of the stock option offer(s).
2.2 ADDITIONAL COMPENSATION - The Company and ▇▇. ▇▇▇▇▇▇ agree to the terms of
relocation assistance, relocation repayment, and relocation assistance upon
termination by the Company as set out in SCHEDULE A to this Agreement.
2.3 ANNIVERSARY BONUS - The Company will pay ▇▇. ▇▇▇▇▇▇ a one-time bonus of
$25,000.00 (Canadian), less statutory withholdings, on June 10, 2003,
provided ▇▇. ▇▇▇▇▇▇ has not resigned from employment with the Company prior
to that date.
3. RESIGNATION
3.1 RESIGNATION - ▇▇. ▇▇▇▇▇▇ may resign from his employment with QLT by giving
QLT 60 days prior written notice (the "RESIGNATION NOTICE") of the
effective date of his resignation. On receiving a Resignation Notice, QLT
may elect to provide the following payments in lieu of notice to ▇▇. ▇▇▇▇▇▇
and require him to leave the premises forthwith:
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EXHIBIT 10.79
(a) BASE SALARY - Base salary owing to ▇▇. ▇▇▇▇▇▇ for the 60-day notice
period.
(b) BENEFITS - Except as set out below in this subparagraph 3.1(b), for
the 60-day notice period, all employee benefit plan coverage enjoyed
by ▇▇. ▇▇▇▇▇▇ and his eligible dependents prior to the date of his
Resignation Notice. ▇▇. ▇▇▇▇▇▇ acknowledges and agrees that pension
and short and long term disability plans provided through the Company
will not be continued beyond the last day that ▇▇. ▇▇▇▇▇▇ works at the
Company's premises (the "LAST ACTIVE DAY").
(c) EXPENSE REIMBURSEMENT - Reimbursement (in accordance with the
Company's Policy and Procedures Manual, as amended from time to time)
of all reasonable business related promotion, entertainment and/or
travel expenses incurred by ▇▇. ▇▇▇▇▇▇ prior to his Last Active Day,
subject to the expense reimbursement provisions set out in
subparagraph 2.1(c).
(d) VACATION PAY - Payment in respect of accrued but unpaid vacation pay
owing to ▇▇. ▇▇▇▇▇▇ as at the expiry of the 60-day notice period.
(e) PRORATED RRSP CONTRIBUTION - A prorated contribution to ▇▇. ▇▇▇▇▇▇'▇
RRSP, the pro-ration to be with respect to the portion of the current
calendar year worked by ▇▇. ▇▇▇▇▇▇, up to and including the 60-day
notice period, and the contribution to be subject to the conditions
set out in subparagraph 2.1(e), except condition III.
3.2 OTHERS - In the event of resignation of ▇▇. ▇▇▇▇▇▇ as set out in paragraph
3.1, the parties agree:
(a) NO BONUS - ▇▇. ▇▇▇▇▇▇ will have no entitlement to participate in the
Company's Cash Incentive Compensation Plan for the year in which he
resigns his employment with QLT; and
(b) STOCK OPTION PLAN - ▇▇. ▇▇▇▇▇▇'▇ participation in any stock option
plan offered by QLT to its employees shall be in accordance with the
terms of the plan in effect at the time of the stock option offer(s)
to ▇▇. ▇▇▇▇▇▇.
4. RETIREMENT
4.1 RETIREMENT - Effective the date of retirement (as defined in the Company'
Policy and Procedures Manual, as amended from time to time) of ▇▇. ▇▇▇▇▇▇
from active employment with the Company, the parties agree that:
(a) THIS AGREEMENT - Subject to the provisions of paragraph 10.5, both
parties' rights and obligations under this Agreement will terminate
without further notice or action by either party.
(b) STOCK OPTIONS -▇▇. ▇▇▇▇▇▇'▇ participation in any stock option plan
offered by QLT to its employees shall be in accordance with the terms
of the plan in effect at the time of the stock option offer(s) to ▇▇.
▇▇▇▇▇▇.
5. TERMINATION
5.1 TERMINATION FOR CAUSE - QLT reserves the right to terminate ▇▇. ▇▇▇▇▇▇'▇
employment at any time for any reason. Should ▇▇. ▇▇▇▇▇▇ be terminated for
cause, he will not be entitled to any advance notice of termination or pay
in lieu thereof.
5.2 TERMINATION OTHER THAN FOR CAUSE - QLT reserves the right to terminate ▇▇.
▇▇▇▇▇▇'▇ employment at any time without reason. However, if QLT terminates
▇▇. ▇▇▇▇▇▇'▇ employment for:
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EXHIBIT 10.79
(a) Any reason other than for cause, or
(b) Any reason not covered by a separate Change in Control Letter
Agreement dated of even date between QLT and ▇▇. ▇▇▇▇▇▇,
then, except in the case of ▇▇. ▇▇▇▇▇▇ becoming completely disabled (which
is provided for in paragraph 5.7) and subject to the provisions set forth
below, ▇▇. ▇▇▇▇▇▇ shall be entitled to receive notice, pay and/or benefits
(or any combination of notice, pay and/or benefits) as more particularly
set out in paragraph 5.3.
5.3 SEVERANCE NOTICE AND PAY - In the event QLT terminates ▇▇. ▇▇▇▇▇▇'▇
employment as set out in paragraph 5.2, ▇▇. ▇▇▇▇▇▇ shall be entitled to:
(a) NOTICE - Advance written notice of termination ("SEVERANCE NOTICE"),
or pay in lieu thereof ("SEVERANCE Pay"), or any combination of
Severance Notice and Severance Pay, as more particularly set out
below:
I. A minimum of six months Severance Notice, or Severance Pay in
lieu thereof, and
II. One additional month's Severance Notice for each complete year of
continuous employment with the Company,
up to a maximum total of 24 months' Severance Notice, or Severance Pay
in lieu of Severance Notice. ▇▇. ▇▇▇▇▇▇ acknowledges and agrees that
Severance Pay is in respect of base salary only and will be made on a
bi-weekly or monthly basis, at the Company's discretion.
(b) BENEFITS - Except as set out below, for 30 days after ▇▇. ▇▇▇▇▇▇'▇
Last Active Day, all employee benefit plan coverage enjoyed by ▇▇.
▇▇▇▇▇▇ and his dependents prior to the date of termination.
Thereafter, and in lieu of employee benefit plan coverage, ▇▇. ▇▇▇▇▇▇
shall receive compensation ("BENEFITS COMPENSATION") in the amount of
10% of his base salary for the balance of his Severance Notice period.
▇▇. ▇▇▇▇▇▇ acknowledges and agrees that pension and short and long
term disability plans provided through the Company will not be
continued beyond ▇▇. ▇▇▇▇▇▇'▇ Last Active Day.
(c) OUT PLACEMENT COUNSELING - In the event QLT terminates ▇▇. ▇▇▇▇▇▇'▇
employment as set out in paragraph 5.2, in the year following
termination, QLT will pay to an out placement counseling service (to
be agreed to by ▇▇. ▇▇▇▇▇▇ and QLT) a maximum of Cdn $5,000 for
assistance rendered to ▇▇. ▇▇▇▇▇▇ in seeking alternative employment.
(d) OTHER COMPENSATION - In the event QLT terminates ▇▇. ▇▇▇▇▇▇'▇
employment as set out in paragraph 5.2, the parties further agree as
follows:
I. The Company will reimburse (in accordance with the Company's
Policy and Procedures Manual, as amended from time to time) ▇▇.
▇▇▇▇▇▇ for all reasonable business related promotion,
entertainment and/or travel expenses incurred by ▇▇. ▇▇▇▇▇▇ prior
to the date of termination, subject to the expense reimbursement
provisions set out in subparagraph 2.1(c).
II. The Company will make a payment to ▇▇. ▇▇▇▇▇▇ in respect of his
accrued but unpaid vacation pay to the date of termination.
III. The Company will make a prorated contribution to ▇▇. ▇▇▇▇▇▇'▇
RRSP, the pro-ration to be with respect to the portion of the
current calendar year worked by ▇▇. ▇▇▇▇▇▇ and the contribution
to
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EXHIBIT 10.79
be subject to the conditions set out in subparagraph 2.1(e),
except condition III.
IV. The Company will make a prorated payment to ▇▇. ▇▇▇▇▇▇ in respect
of his entitlement to participate in the Company's Cash Incentive
Compensation Plan, the pro-ration to be with respect to the
portion of the current calendar year worked by ▇▇. ▇▇▇▇▇▇ and the
entitlement to be at the maximum level ▇▇. ▇▇▇▇▇▇ would have
otherwise been eligible to receive in the current calendar year.
V. ▇▇. ▇▇▇▇▇▇'▇ participation in any stock option plan offered by
QLT to its employees shall be in accordance with the terms of the
plan in effect at the time of the stock option offer(s) to ▇▇.
▇▇▇▇▇▇.
5.4 ACKNOWLEDGEMENT - ▇▇. ▇▇▇▇▇▇ acknowledges and agrees that in the event QLT
terminates ▇▇. ▇▇▇▇▇▇'▇ employment as set out in paragraph 5.2, in
providing:
(a) The Severance Notice or Severance Pay, or any combination thereof;
(b) The Benefits Compensation;
(c) Out placement counseling service as more particularly set out in
subparagraph 5.3(c); and
(d) The other compensation set out in subparagraph 5.3(d);
the Company shall have no further obligations, statutory or otherwise, to
▇▇. ▇▇▇▇▇▇ in respect of this Agreement and ▇▇. ▇▇▇▇▇▇'▇ employment under
this Agreement.
5.5 NO DUPLICATION - In the event that the Severance Pay provisions of this
Agreement and the payment provisions of the Change in Control Agreement are
both applicable, ▇▇. ▇▇▇▇▇▇ agrees that he will give written notice to the
Company with respect to which agreement he wishes to be paid out under and
that he is not entitled to severance pay under both agreements.
5.6 TERMINATION DUE TO INABILITY TO ACT
(a) TERMINATION - QLT may immediately terminate this Agreement by giving
written notice to ▇▇. ▇▇▇▇▇▇ if he becomes completely disabled
(defined below) to the extent that he cannot perform his duties under
this Agreement either:
I. For a period exceeding six consecutive months, or
II. For a period of 180 days (not necessarily consecutive) occurring
during any period of 365 consecutive days,
and no other reasonable accommodation can be reached between QLT and
▇▇. ▇▇▇▇▇▇. Notwithstanding the foregoing, QLT agrees that it will not
terminate ▇▇. ▇▇▇▇▇▇ pursuant to this provision unless and until ▇▇.
▇▇▇▇▇▇ has been accepted by the insurer for ongoing long-term
disability payments or, alternatively, has been ruled definitively
ineligible for such payments.
(b) PAYMENTS - In the event of termination of ▇▇. ▇▇▇▇▇▇'▇ employment with
the Company pursuant to the provisions of this paragraph 5.6, the
Company agrees to pay to ▇▇. ▇▇▇▇▇▇ Severance Pay and Benefits
Compensation as set out in paragraph 5.3 and in this situation:
I. While he is completely disabled ▇▇. ▇▇▇▇▇▇ shall have no duty to
mitigate the payments owing to him by looking for and accepting
suitable alternative employment or contract(s) for service, and
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EXHIBIT 10.79
II. If ▇▇. ▇▇▇▇▇▇ ceases to be completely disabled, then the
provisions of paragraph 5.3(c) (out placement counseling) shall
apply.
(c) DEFINITION - The term "completely disabled" as used in this paragraph
5.6 shall mean the inability of ▇▇. ▇▇▇▇▇▇ to perform the essential
functions of his position under this Agreement by reason of any
incapacity, physical or mental, which the Board, based upon medical
advice or an opinion provided by a licensed physician acceptable to
the Board, determines to keep ▇▇. ▇▇▇▇▇▇ from satisfactorily
performing any and all essential functions of his position for the
Company during the foreseeable future.
5.7 DEATH - Except as set out below, effective the date of death (the "DATE OF
DEATH") of ▇▇. ▇▇▇▇▇▇, this Agreement and both parties' rights and
obligations under this Agreement shall terminate without further notice or
action by either party. Within 30 days after the Date of Death (and the
automatic concurrent termination of this Agreement), the Company shall pay
the following amounts to ▇▇. ▇▇▇▇▇▇'▇ estate:
(a) BASE SALARY - Base salary owing to ▇▇. ▇▇▇▇▇▇ up to his Date of Death.
(b) PAYMENT IN LIEU OF BENEFITS - In lieu of employee benefit coverage for
his eligible dependents after his Date of Death, a payment in the
amount of 10% of his annual base salary in effect at his Date of
Death.
(c) EXPENSE REIMBURSEMENT - Reimbursement (in accordance with the
Company's Policy and Procedures Manual, as amended from time to time)
of all reasonable business related promotion, entertainment and/or
travel expenses incurred by ▇▇. ▇▇▇▇▇▇ prior to his Date of Death,
subject to the expense reimbursement provisions set out in
subparagraph 2.1(c).
(d) VACATION PAY - Payment in respect of accrued but unpaid vacation pay
owing to ▇▇. ▇▇▇▇▇▇ as at his Date of Death.
(e) RRSP CONTRIBUTION - A prorated contribution to ▇▇. ▇▇▇▇▇▇'▇ RRSP, the
pro-ration to be with respect to the portion of the current calendar
year worked by ▇▇. ▇▇▇▇▇▇ and the contribution to be subject to the
conditions set out in subparagraph 2.1(e), except condition III.
(f) BONUS - A prorated payment to ▇▇. ▇▇▇▇▇▇ in respect of his entitlement
to participate in the Company's Cash Incentive Compensation Plan, the
pro-ration to be with respect to the portion of the current calendar
year worked by ▇▇. ▇▇▇▇▇▇ and the entitlement to be at the maximum
level ▇▇. ▇▇▇▇▇▇ would have otherwise been eligible to receive in the
current calendar year.
After his Date of Death, ▇▇. ▇▇▇▇▇▇'▇ participation and/or entitlement
under any stock option plan offered by QLT to its employees shall be in
accordance with the terms of the plan in effect at the time of the stock
option offer(s) to ▇▇. ▇▇▇▇▇▇.
6. CONFLICT OF INTEREST
6.1 AVOID CONFLICT OF INTEREST - Except as set out below, during the term of
his employment with QLT, ▇▇. ▇▇▇▇▇▇ agrees to conduct himself in accordance
with the conflict of interest provisions set out in QLT's Code of Ethics.
The Company and ▇▇. ▇▇▇▇▇▇ acknowledge and agree that from time to time the
President may consent in writing to activities by ▇▇. ▇▇▇▇▇▇ which might
otherwise appear to be a real or apparent conflict of interest.
6.2 NO FINANCIAL ADVANTAGE - During the term of his employment with QLT, ▇▇.
▇▇▇▇▇▇ agrees that neither he nor any members of his immediate family will
take financial advantage of or benefit
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EXHIBIT 10.79
financially from information that is obtained in the course of his
employment related duties and responsibilities unless the information is
generally available to the public.
6.3 COMPLY WITH POLICIES - During the term of his employment with QLT, ▇▇.
▇▇▇▇▇▇ agrees to comply with all written policies issued by QLT dealing
with conflicts of interest.
6.4 BREACH EQUALS CAUSE - ▇▇. ▇▇▇▇▇▇ acknowledges and agrees that breach by him
of the provisions of this Section 6 shall be cause for immediate
termination by the Company of his employment with the Company.
7. CONFIDENTIALITY
7.1 INFORMATION HELD IN TRUST - ▇▇. ▇▇▇▇▇▇ acknowledges and agrees that all
business and trade secrets, confidential information and knowledge which
▇▇. ▇▇▇▇▇▇ acquires during his employment with QLT relating to the business
and affairs of QLT or to technology, systems, programs, ideas, products or
services which have been or are being developed or utilized by QLT, or in
which QLT is or may become interested (collectively, "CONFIDENTIAL
INFORMATION"), shall for all purposes and at all times, both during the
term of ▇▇. ▇▇▇▇▇▇'▇ employment with the Company and at all times
thereafter, be held by ▇▇. ▇▇▇▇▇▇ in trust for the exclusive benefit of the
Company.
7.2 NON DISCLOSURE -▇▇. ▇▇▇▇▇▇ acknowledges and agrees that both during the
term of his employment with QLT and at all times thereafter, without the
express or implied consent of QLT, ▇▇. ▇▇▇▇▇▇ will not:
(a) DISCLOSE - Disclose to any company, firm or person, other than QLT and
its directors and officers, any of the private affairs of QLT or any
Confidential Information of QLT; or
(b) USE - Use any Confidential Information that he may acquire with
respect to QLT's affairs for his own purposes or for any purposes,
other than those of the Company.
7.3 INTELLECTUAL PROPERTY RIGHTS
(a) DISCLOSE INVENTIONS - ▇▇. ▇▇▇▇▇▇ agrees to promptly disclose to QLT
any and all ideas, developments, designs, articles, inventions,
improvements, discoveries, machines, appliances, processes, methods,
products or the like (collectively, "INVENTIONS") that ▇▇. ▇▇▇▇▇▇ may
invent, conceive, create, design, develop, prepare, author, produce or
reduce to practice, either solely or jointly with others, in the
course of his employment with the Company.
(b) INVENTIONS ARE QLT PROPERTY - All Inventions and all other work of ▇▇.
▇▇▇▇▇▇ in the course of his employment with the Company shall at all
times and for all purposes be the property of QLT for QLT to use,
alter, vary, adapt and exploit as it shall see fit, and shall be
acquired or held by ▇▇. ▇▇▇▇▇▇ in a fiduciary capacity solely for the
benefit of QLT.
(c) ADDITIONAL REQUIREMENTS - ▇▇. ▇▇▇▇▇▇ agrees to:
I. Treat all information with respect to Inventions as Confidential
Information.
II. Keep complete and accurate records of Inventions, which records
shall be the property of QLT and copies of which records shall be
maintained at the premises of QLT.
III. Execute all assignments and other documents required to assign
and transfer to QLT (or such other persons as QLT may direct) all
right, title and interest in and to the Inventions and all other
work of ▇▇. ▇▇▇▇▇▇ in the course of his employment with the
Company, and all writings, drawings, diagrams, photographs,
pictures, plans, manuals, software and other materials, goodwill
and ideas relating thereto, including, but not limited to, all
rights to acquire in the name
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EXHIBIT 10.79
of QLT or its nominee(s) patents, registration of copyrights,
design patents and registrations, trade marks and other forms of
protection that may be available.
IV. Execute all documents and do all acts reasonably requested by QLT
to give effect to this provision.
7.4 RECORDS - ▇▇. ▇▇▇▇▇▇ agrees that all records or copies of records
concerning QLT's activities, business interests or investigations made or
received by him during his employment with QLT are and shall remain the
property of QLT. He further agrees to keep such records or copies in the
custody of QLT and subject to its control, and to surrender the same at the
termination of his employment or at any time during his employment at QLT's
request.
7.5 NO USE OF FORMER EMPLOYER'S MATERIALS - ▇▇. ▇▇▇▇▇▇ certifies that he has
not brought to QLT and will not use while performing his employment duties
for QLT any materials or documents of any former employer which are not
generally available to the public, except if the right to use the materials
or documents has been duly licensed to QLT by the former employer.
8. POST-EMPLOYMENT RESTRICTIONS
8.1 NON-COMPETE - ▇▇. ▇▇▇▇▇▇ agrees that, without the prior written consent of
QLT, which consent will not be unreasonably withheld, for a period of one
year following termination of his employment with the Company for any
reason (by resignation or otherwise), as measured from his Last Active Day,
▇▇. ▇▇▇▇▇▇ shall not directly or indirectly, own, manage, operate, join,
control or participate in the ownership, management, operation or control
of, or be a director or an employee of, or a consultant to, any business,
firm or corporation that, as a part of conducting its business, is in any
way competitive with QLT with respect to the development and/or
commercialization and/or marketing of light-activated pharmaceutical
products for photodynamic therapy in the treatment of cancer, opthalmic, or
auto-immune disease anywhere in Canada, the United States or Europe.
8.2 ADDITIONAL RESTRICTIONS - ▇▇. ▇▇▇▇▇▇ agrees that, for a period of two years
following termination of his employment with the Company for any reason (by
resignation or otherwise), as measured from his Last Active Day, he will
not:
(a) SOLICIT ON BEHALF OF A COMPETITIVE BUSINESS - directly or indirectly
call upon or solicit any QLT employee or QLT customer or known
prospective customer of QLT on behalf of any business, firm or
corporation that, as part of conducting its business, is in any way
competitive with QLT with respect to:
I. The development and/or commercialization and/or marketing of
light-activated pharmaceutical products for photodynamic therapy
in the treatment of cancer, opthalmic, auto-immune and
cardiovascular disease, or
II. If the core technology base of the Company diversifies beyond
photodynamic therapy, the development and/or commercialization
and/or marketing of pharmaceutical products that are based on a
significantly similar technology platform and are used in the
treatment of substantially the same medical indications as
products which have become a significant component of the
Company's core business,
anywhere in Canada, the United States or Europe.
(b) SOLICIT EMPLOYEES - directly or indirectly solicit any individual to
leave QLT's employment for any reason or interfere in any other manner
with the employment relationship existing between QLT and its current
or prospective employees.
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EXHIBIT 10.79
(c) SOLICIT CUSTOMERS - directly or indirectly induce or attempt to induce
any customer, supplier, distributor, licensee or other business
relation of QLT to cease doing business with QLT or in any way
interfere with the existing business relationship between any such
customer, supplier, distributor, licensee or other business relation
and QLT.
8.3 MINORITY SHARE INTERESTS ALLOWED - The parties agree that nothing contained
in paragraph 8.1 is intended to prohibit ▇▇. ▇▇▇▇▇▇ from owning any
minority interest in any company where stock or shares are traded publicly.
9. REMEDIES
9.1 IRREPARABLE DAMAGE - ▇▇. ▇▇▇▇▇▇ acknowledges and agrees that:
(a) BREACH - Any breach of any provision of this Agreement could cause
irreparable damage to QLT; and
(b) CONSEQUENCES OF BREACH - In the event of a breach of any provision of
this Agreement by him, QLT shall have, in addition to any and all
other remedies at law or in equity, the right to an injunction,
specific performance or other equitable relief to prevent any
violation by him of any of the provisions of this Agreement including,
without limitation, the provisions of Sections 7 and 8.
9.2 INJUNCTION - In the event of any dispute under Sections 7 and/or 8, ▇▇.
▇▇▇▇▇▇ agrees that QLT shall be entitled, without showing actual damages,
to a temporary or permanent injunction restraining his conduct, pending a
determination of such dispute and that no bond or other security shall be
required from QLT in connection therewith.
9.3 ADDITIONAL REMEDIES - ▇▇. ▇▇▇▇▇▇ acknowledges and agrees that the remedies
of QLT specified in this Agreement are in addition to, and not in
substitution for, any other rights and remedies of QLT at law or in equity
and that all such rights and remedies are cumulative and not alternative or
exclusive of any other rights or remedies and that QLT may have recourse to
any one or more of its available rights and remedies as it shall see fit.
10. GENERAL MATTERS
10.1 TAX WITHHELD - The parties acknowledge and agree that all payments to be
made by the Company to ▇▇. ▇▇▇▇▇▇ under this Agreement will be subject to
the Company's withholding of applicable withholding taxes.
10.2 INDEPENDENT LEGAL ADVICE - ▇▇. ▇▇▇▇▇▇ acknowledges that he has obtained or
had the opportunity to obtain independent legal advice with respect to this
Agreement and all of its terms and conditions.
10.3 BINDING AGREEMENT - The parties agree that this Agreement shall enure to
the benefit of and be binding upon each of them and their respective heirs,
executors, successors and assigns.
10.4 GOVERNING LAW - The parties agree that this Agreement shall be governed by
and interpreted in accordance with the laws of the Province of British
Columbia and the laws of Canada applicable to this Agreement. All disputes
arising under this Agreement will be referred to the Courts of the Province
of British Columbia, which will have exclusive jurisdiction, unless there
is mutual agreement to the contrary.
(a) NOTICE - The parties agree that any notice or other communication
required to be given under this Agreement shall be in writing and
shall be delivered personally to the addresses set forth on page 1
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EXHIBIT 10.79
of this Agreement, and in the case of notice to the Company, shall be
addressed to the attention of the President.
or to such other addresses and persons as may from time to time be notified
in writing by the parties. Any notice delivered personally shall be deemed
to have been given and received at the time of delivery.
10.5 SURVIVAL OF TERMS
(a) ▇▇. ▇▇▇▇▇▇'▇ OBLIGATIONS -▇▇. ▇▇▇▇▇▇ acknowledges and agrees that his
representations, warranties, covenants, agreements, obligations and
liabilities under any and all of Sections 7, 8 and 10 of this
Agreement shall survive any termination of this Agreement.
(b) COMPANY'S OBLIGATIONS - The Company acknowledges and agrees that its
representations, warranties, covenants, agreements, obligations and
liabilities under any and all of Sections 3, 4, 5 and 10 of this
Agreement shall survive any termination of this Agreement.
(c) WITHOUT PREJUDICE - Any termination of this Agreement shall be without
prejudice to any rights and obligations of the parties arising or
existing up to the effective date of such expiration or termination,
or any remedies of the parties with respect thereto.
10.6 WAIVER - The parties agree that any waiver of any breach or default under
this Agreement shall only be effective if in writing signed by the party
against whom the waiver is sought to be enforced, and no waiver shall be
implied by indulgence, delay or other act, omission or conduct. Any waiver
shall only apply to the specific matter waived and only in the specific
instance in which it is waived.
10.7 ENTIRE AGREEMENT - The parties agree that the provisions contained in this
Agreement, ▇▇. ▇▇▇▇▇▇'▇ Change in Control Letter Agreement and any Stock
Option Agreements between the Company and ▇▇. ▇▇▇▇▇▇ constitute the entire
agreement between QLT and ▇▇. ▇▇▇▇▇▇ with respect to the subject matters
hereof, and supersede all previous communications, understandings and
agreements (whether verbal or written) between QLT and ▇▇. ▇▇▇▇▇▇ regarding
the subject matters hereof. To the extent that there is any conflict
between the provisions of this Agreement, ▇▇. ▇▇▇▇▇▇'▇ Change in Control
Letter Agreement and any Stock Option Agreements between the Company and
▇▇. ▇▇▇▇▇▇, the following provisions shall apply:
(a) CHANGE IN CONTROL - If the conflict is with respect to an event,
entitlement or obligation in the case of a Change in Control of the
Company (as defined in the Change in Control Letter Agreement), the
provisions of the Change in Control Letter Agreement will govern
(unless the parties otherwise mutually agree).
(b) STOCK OPTIONS - If the conflict is with respect to an entitlement or
obligation with respect to stock options of the Company, the
provisions of the Stock Option Agreements will govern (unless the
parties otherwise mutually agree).
(c) OTHER - In the event of any other conflict, the provisions of this
Agreement will govern (unless the parties otherwise mutually agree).
10.8 SEVERABILITY OF PROVISIONS - If any provision of this Agreement as applied
to either party or to any circumstance is adjudged by a court of competent
jurisdiction to be void or unenforceable for any reason, the invalidity of
that provision shall in no way affect (to the maximum extent permissible by
law):
(a) The application of that provision under circumstances different from
those adjudicated by the court;
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EXHIBIT 10.79
(b) The application of any other provision of this Agreement; or
(c) The enforceability or invalidity of this Agreement as a whole.
If any provision of this Agreement becomes or is deemed invalid, illegal
or unenforceable in any jurisdiction by reason of the scope, extent or
duration of its coverage, then the provision shall be deemed amended to
the extent necessary to conform to applicable law so as to be valid and
enforceable or, if the provision cannot be so amended without materially
altering the intention of the parties, then such provision shall be
stricken and the remainder of this Agreement will continue in full force
and effect.
10.9 CAPTIONS - The parties agree that the captions appearing in this Agreement
have been inserted for reference and as a matter of convenience and in no
way define, limit or enlarge the scope or meaning of this Agreement or any
provision.
10.10 AMENDMENTS - Any amendment to this Agreement shall only be effective if
the amendment is in writing and is signed by the Company and ▇▇. ▇▇▇▇▇▇.
IN WITNESS WHEREOF the parties have executed this Agreement as of the day
and year first written above.
QLT INC.
BY: ____________________________ ___________________________
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
VICE PRESIDENT, HUMAN RESOURCES
& ADMINISTRATION
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EXHIBIT 10.79
SCHEDULE A
RELOCATION ASSISTANCE
CERTAIN PAYMENTS MADE TO ▇▇. ▇▇▇▇▇▇ UNDER SCHEDULE "A" WILL BE TAXABLE BENEFITS.
THESE PAYMENTS WILL BE GROSSED UP TO MAKE WHOLE ANY TAXABLE BENEFITS ▇▇. ▇▇▇▇▇▇
RECEIVES UNDER SCHEDULE "A" AND ▇▇. ▇▇▇▇▇▇ WILL BE PROVIDED WITH A CHEQUE FOR
THIS AMOUNT AT THE END OF THE TAXATION YEAR (MARCH) IN WHICH THE EXPENSE WAS
INCURRED.
1. Return air fares (tickets provided by QLT) and expenses covered for weekend
commute to San Francisco from May to September 2002.
2. Return air fares (tickets provided by QLT) and expenses covered for ▇▇.
▇▇▇▇▇▇'▇ family trips to Vancouver, from May to September 2002, or until
family relocation is complete.
3. Return air fares to Vancouver (tickets provided by QLT) for ▇▇. ▇▇▇▇▇▇ and
▇▇. ▇▇▇▇▇▇'▇ spouse to find suitable accommodation together with hotel and
rental of an economy car for a period of 3-4 days.
4. Five (5) months of interim accommodation upon arrival in Vancouver to a
maximum of $3,000.00 per month. QLT will assist in locating this
accomodation, if necessary. As required under the Income Tax Act, these
payments must be used to provide for temporary accommodation while ▇▇.
▇▇▇▇▇▇ is waiting to occupy ▇▇. ▇▇▇▇▇▇'▇ new permanent residence,
otherwise, they will be subject to the same required statutory withholdings
in Canada as base salary.
5. Reimbursement of real estate commission fees and reasonable legal expenses
relating to the sale of ▇▇. ▇▇▇▇▇▇'▇ existing home within two years from
▇▇. ▇▇▇▇▇▇'▇ Commencement Date. These payments will be subject to the same
required statutory withholdings in Canada as base salary.
6. Reimbursement for reasonable legal expenses on ▇▇. ▇▇▇▇▇▇'▇ purchase of a
home in Greater Vancouver within two years from ▇▇. ▇▇▇▇▇▇'▇ Commencement
Date and subject to a maximum reimbursement of $2,000.00.
7. Reimbursement of the B.C. Property Purchase Tax paid on ▇▇. ▇▇▇▇▇▇'▇
residence.
8. Moving costs for household possessions, including one (1) automobile, and
excluding bulky items of low value. QLT will assign a corporate moving
company.
9. Moving expenses incurred as a result of moving from ▇▇. ▇▇▇▇▇▇'▇ interim
accommodations to ▇▇. ▇▇▇▇▇▇'▇ permanent residence in the Greater Vancouver
area, to a maximum of $2,000.00. QLT will assign a corporate moving
company.
10. Reimbursement for the rental of an economy car for a one-month period if
necessary.
11. One-way air fares for ▇▇. ▇▇▇▇▇▇ and ▇▇. ▇▇▇▇▇▇'▇ immediate family from ▇▇.
▇▇▇▇▇▇'▇ present location to Vancouver at the time of the move (or return
air fare for ▇▇. ▇▇▇▇▇▇ if ▇▇. ▇▇▇▇▇▇ relocates to Vancouver prior to ▇▇.
▇▇▇▇▇▇'▇ family).
12. Accountable allowance: Reimbursement of up to $10,000.00 to cover other
reasonable expenses associated with ▇▇. ▇▇▇▇▇▇'▇ move. The attached list
"Other Allowable Expenses" outlines those moving-related expenses which
Canada Customs and Revenue Agency (CCRA) allows us to reimburse ▇▇. ▇▇▇▇▇▇
for without incurring a taxable benefit. Supporting receipts will be
required.
Non-accountable allowance: As part of ▇▇. ▇▇▇▇▇▇'▇ relocation, ▇▇. ▇▇▇▇▇▇
will likely incur a number of incidental expenses which may not appear on
the attached list (e.g. cleaning costs). QLT will reimburse ▇▇. ▇▇▇▇▇▇ for
these costs up to $650.00 on a tax-free basis in line with CCRA's accepted
policy for non-accountable allowances (this is in addition to the
accountable allowance noted above). Note that we do not require ▇▇. ▇▇▇▇▇▇
to supply supporting receipts for this reimbursement, however, ▇▇. ▇▇▇▇▇▇
will be required to provide us with a memo certifying that ▇▇. ▇▇▇▇▇▇
incurred at least this much in incidental costs. If ▇▇. ▇▇▇▇▇▇ does not
provide QLT with this memo, these costs will be treated as a taxable
benefit. Any additional reimbursement t ▇▇. ▇▇▇▇▇▇ receives for
"incidentals" that are not on the attached list will be considered a
taxable benefit.
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EXHIBIT 10.79
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