EMPLOYMENT AGREEMENT
THIS AGREEMENT is effective as of the 1st day of September, 2004 (the "EFFECTIVE
DATE"), by and between IntelliPharmaCeutics Corp. ("IPC") and Xx. Xxxxx Xxxxx
("EXECUTIVE").
IN CONSIDERATION of the mutual covenants and promises contained in this
Agreement, the parties hereby agree as follows:
SECTION 1 EMPLOYMENT: IPC agrees to employ the Executive and the Executive
agrees to be employed by IPC, based upon the terms and conditions provided in
this Agreement.
SECTION 2 POSITIONS: IPC and the Executive agree that the Executive shall serve
as IPC's President, Chief Operating Officer & Co-Chief Scientific Officer, and
to be responsible for the overall operations and business and for the
development and protection of IPC's scientific technology.
SECTION 3 TERMS AND DUTIES:
(a) Period of Employment
For purposes of this Agreement, the period of employment (the "PERIOD OF
EMPLOYMENT") shall commence on the Effective Date and shall continue until
September 30, 2007, subject to extension as provided in this Agreement. At the
end of each successive three-year period commencing from September 30, 2007,
this Agreement shall be deemed to be extended automatically for successive
additional three-year periods on the same terms and conditions, unless IPC gives
the Executive contrary written notice at least two years prior to the date on
which this Agreement would otherwise be extended.
(b) Duties
During the Period of Employment and except for illness, incapacity, and
reasonable vacation and holiday periods according IPC's then-current policies,
the Executive shall devote substantially all of her time, attention, and skill
during normal business hours. The business of IPC shall be to endeavour to
develop for regulatory approval and commercial production and or licensing of
drug products.
SECTION 4 COMPENSATION, BENEFITS AND PERQUISITES: For all services rendered by
the Executive during the Period of Employment pursuant to this Agreement, the
Executive shall be compensated as follows:
(a) Base Salary
IPC shall pay the Executive a salary ("SALARY") of U.S. $- per year, which shall
be pro-rated for any part-year period. The Salary shall be payable no less
frequently than biweekly and shall be increased annually each year during the
term of this Agreement and any extensions hereof by twenty percent of the prior
year's Salary.
-2-
(b) Share Incentive Plan
The parties acknowledge that the Executive is entitled to participate in the
share incentive plan (the "SHARE INCENTIVE PLAN") adopted from time to time by
IPC and may be provided with stock options pursuant to the Share Incentive Plan.
(c) Salaried Employee Benefits
The Executive shall be entitled to participate in all employee benefit plans and
programs and receive all benefits and perquisites applicable to a class of
employees that includes executive officers of IPC, and shall be eligible under
any plan or program later established by IPC for those employees. The Executive
shall participate to the extent permissible under the terms and provisions of
such plans or programs.
(d) Vacation
The Executive shall be entitled to eight weeks' paid vacation per year.
SECTION 5 CAR ALLOWANCE AND BUSINESS EXPENSES: IPC shall pay to the Executive,
or as the Executive may direct, a car allowance of up to U.S. $1,000 per month
to cover the cost of leasing and/or owning an automobile that is available to
the Executive for business purposes. IPC shall reimburse the Executive for all
reasonable travel, entertainment, business and other expenses incurred by the
Executive in connection with the performance of her duties and obligations under
this Agreement, including reasonable mileage amounts to cover costs of operation
of the Executive's automobile for business purposes, in addition to the
allowance, for availability of the vehicle.
SECTION 6 INTELLECTUAL PROPERTY: The Executive agrees that, during her
employment pursuant this Agreement, the Executive shall (without additional
compensation) promptly make available to IPC all patents, trademarks, systems,
processes, discoveries and inventions (hereinafter referred to collectively as
"INTELLECTUAL PROPERTY"), whether patentable or copyrightable, which the
Executive conceives, makes, develops, acquires or reduces to practice, whether
along or with others, which relate to any currently conventional method of drug
delivery, including all technologies and methods currently utilized by IPC and
all enhancements of those technologies and methods. With respect to IPC's rights
in the Intellectual Property that arise during the term of this Agreement, on
request of IPC, the Executive will (without any additional compensation), from
time to time during or after the term of this Agreement, execute such further
instruments (including, without limitation, applications for patents, copyrights
and assignments thereof) and do all such other acts and things as may be deemed
necessary or desirable by IPC to protect or enforce such rights.
SECTION 7 CONFIDENTIALITY: All confidential records, material and information
and copies thereof and any and all trade secrets concerning the business or
affairs of IPC or any of its affiliates obtained by the Executive in the course
and by the reason of her employment shall remain the exclusive property of IPC.
During the Executive's employment, or at any time thereafter, the Executive
shall not divulge the contents of such confidential records of any of such
confidential information or trade secrets to any person other than to IPC or to
IPC's qualified employees, and the Executive shall not following the termination
of her employment
-3-
hereunder, for any reason use the contents of such confidential records or other
confidential information or trade secrets for any purpose whatsoever.
SECTION 8 SEVERABILITY: If for any reason any provision (or part of any
provision) of this Agreement is held invalid, such invalidity shall not affect
any other provision (or the rest of such provision) of this Agreement not held
invalid, and each such provision (and the rest of such provision) shall to the
full extent consistent with law continue in full force and effect.
SECTION 9 NOTICES: All notices, requests, demands, and other communications by
the terms hereof required or permitted to be given by one party to the other
shall be given in writing by personal delivery or be registered mail, postage
prepaid, addressed to the other party or delivered to the other party as follows
(subject to change by prior written notice to the other parties hereto):
To IPC:
000 Xxxxxxxxx Xxxx
Xxxxxxxxxxx, Xxxxxxx
X0X 0X0
To the Executive:
000 Xxxxxx Xxxx
Xxxxxxx, Xxxxxxx
X0X 0X0
SECTION 10 GENERAL: This Agreement contains the entire understanding between IPC
and the Executive with respect to the subject matter hereof and supersedes any
prior employment agreement between IPC and the Executive. This Agreement shall
be governed by and construed in accordance with the laws of the Province of
Ontario and shall enure in favour of the parties hereto and their successors and
permitted assigns. This Agreement may not be modified or amended except in
writing signed by both parties. The headings of sections herein are included
solely for convenience of reference and shall not affect the meaning or
interpretation of any of the provisions of this Agreement. This Agreement may be
executed in one or more counterparts, each of which shall be deemed an original,
but all of which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have signed this Agreement as of the date
hereof.
INTELLIPHARMACEUTICS CORP.
Per: __________________________
________________________ _______________________________
Witness XXXXX XXXXX
