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Title: |
Employment Agreement |
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Date: |
2006 |
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Preview shows 16KB of 46KB total |
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Price: |
$35 |
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ID: |
#2670649 |
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EMPLOYMENT AGREEMENT
THIS AGREEMENT made as of the 21st day of December, 2001
BETWEEN:
OncoGenex Technologies Inc., a Corporation incorporated under the laws of Canada and having an office at Vancouver, British Columbia
(together with any subsidiaries hereinafter referred to as the Company)
OF THE FIRST PART
AND:
Scott D. Cormack, executive, domiciled at Calgary, Alberta
(hereinafter referred to as the Executive)
OF THE SECOND PART
WHEREAS the Company is a biotechnology company engaged in the development of therapeutics and diagnostics for cancer;
AND WHEREAS the Company and the Executive wish to enter into this Employment Agreement under the terms and conditions herein;
AND WHEREAS during the course of the Executives employment with the Company, the Executive will be introduced to, have contact with, and his/her services may be solicited by, one or more of the clients of the Company;
AND WHEREAS the Executive will acquire knowledge, experience and expertise, as well as detailed knowledge of the Companys confidential customer and supplier lists and information, marketing techniques, price lists, trade secrets and other property which is and shall be the property of the Company, and the disclosure, loss or, unauthorized use of which would substantially harm the business of the Company;
NOW THEREFORE THIS AGREEMENT WITNESSES that for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:
TERM OF EMPLOYMENT
1.1 The term of employment under this Agreement shall commence on January 1st, 2002 (the Effective Date) and shall be for an indefinite term, subject to termination as provided for in Article 7 hereof. In accordance with the other terms of this Agreement, the Executive shall devote himself full-time to his employment duties and responsibilities with the Company.
ARTICLE 2
DUTIES AND RESPONSIBILITIES
2.1 The Executive shall serve the Company as an executive officer in the position of President and Chief Executive Officer.
2.2 The Executive shall report to the Board and shall undertake and perform the following duties and responsibilities:
(a) actively engage with the Board to ensure that the initiatives of the management team are aligned with the strategic direction and objectives for the Company that have been established by the Board;
(b) provide overall direction for the Company in order for it to implement agreed strategies in order to meet Company goals and objectives;
(c) make decisions in line with organizational goals, leading to desired results, and will be responsible and accountable for results;
(d) create and sustain the organizational culture and environment needed to achieve objectives and results and recruit and retain a high performance operating team;
(e) oversee the management and administration of the Company; and
(f) perform such other duties and responsibilities as may be assigned or vested in him by the Board from time to time and which are consistent with the duties and responsibilities of a President and Chief Executive Officer.
2.3 The Executive agrees, during the continuance of his employment, to devote his entire working time, services, skill and ability to such employment and to serve at all times with loyalty and honesty in the best interests of the Company. Subject to this Section 2.3, the Executive may engage in other activities for any charitable or other non-profit institution
2
and may accept External Directorships. For the purposes of this Section 2.3, External Directorships shall mean any board of directors, advisory board or counsel for a for-profit organization. Attached hereto as Appendix B are the Executives External Directorships, as amended from time to time. The Executive, at his sole discretion, shall be permitted to terminate such External Directorships and, with the prior approval of the Board, accept other External Directorships, provided always that i) such External Directorships shall not exceed three (3); ii) such External Directorships shall comply with the non-competition provisions contained in Article 8 hereof; iii) the Executive will not devote more than six (6) one-half (0.5) days per board per year; and, iv) such External Directorships do not materially and adversely affect the Executives ability to perform his functions in accordance with this Agreement, in which case, such number of External Directorships as authorized herein may be reduced in number by the Board such that the Executive is able to perform his functions in accordance with this Agreement.
3.1 In consideration of the services provided by the Executive hereunder, the Company shall, as of the Effective Date, pay to the Executive an annual base salary in the amount of One Hundred and Seventy Thousand Dollars ($170,000) as increased from time to time in accordance with Section 3.2 (Base Salary), payable in such manner as may be agreeable to the Parties and in compliance with any applicable legislation. Upon Relocation (as defined in Section 6.1), the Executives Base Salary will be increased to One Hundred and Ninety Thousand Dollars ($190,000).
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