Exhibit 4.31
March 9, 2004
PERSONAL & CONFIDENTIAL
Xx. Xxxxx Xxxxx
000 Xx. Xxxxxxxx Xxxxx
Xxxxxxxxxxx, XX X0X 0X0
Since June 20th, 2001, the date you executed your original employment
agreement (the "Original Agreement"), DRAXIS Health Inc. ("DRAXIS" or the
"Corporation") has developed and expanded, commensurate with the corporate
growth and staffing changes, your duties and responsibilities. In addition,
there have been modifications to the terms of the Original Agreement.
Accordingly, both parties agree that it is beneficial to formally confirm the
current terms and conditions of your employment with DRAXIS.
1. EMPLOYMENT
Since July 1, 2003, you shall and have been employed with DRAXIS as its
Vice President Finance, on the terms and conditions contained in this Agreement.
You will report to the Chief Executive Officer, of DRAXIS ("CEO"). Without
limiting the scope of your duties and responsibilities as Vice President
Finance, you shall be responsible for working with the CEO, The Chief Financial
Officer ("CFO") and the Senior Vice President Corporate Development and
Strategic Planning to provide financial analytic services to the Corporation and
to assist the CEO with the external reporting requirements of the Corporation.
You will work with the CFO to develop internal analytic benchmarks at Draximage
Inc. and Draxis Pharma Inc. that can be used to monitor the effectiveness and
the efficiency of both divisions as well as the Corporation as a whole. In that
capacity you will work closely with the two business unit leaders at Draximage
Inc. and Draxis Pharma Inc. acting in all instances as my direct representative
to and in those divisions. You will also be a member of DRAXIS's Executive
Operations Committee ("EOC") and will be expected to enter into a cooperative
working relationship with the other members of the EOC. In addition, you will
perform any additional employment responsibilities assigned to you by the CEO of
DRAXIS from time to time, provided that such responsibilities are consistent
with the executive nature of the position.
2. BASE SALARY
DRAXIS will pay to you during the term of this Agreement, effective January
1, 2004 a gross salary of $155,000 per annum ("Base Salary"), payable
semi-monthly, in arrears, in 24 equal installments of $6,458.33. Such salary
shall be subject to review in accordance with DRAXIS's regular administrative
practices of salary review applicable to the executive officers of DRAXIS. Any
salary increases shall be determined on merit on the recommendation of the CEO
of DRAXIS and approval of the Board of Directors of DRAXIS. The CEO of DRAXIS
will inform you of any increases in your salary in advance of the implementation
date.
As an officer of the Corporation, DRAXIS will provide and pay for
directors' and officers' liability insurance and in any event will indemnify and
save you harmless from any action arising within the scope of your employment
responsibilities for DRAXIS, and its Affiliates (as such term is defined in the
CANADA BUSINESS CORPORATION ACT) ("Affiliates") [hereinafter collectively
referred to as the "DRAXIS Group"].
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PERSONAL & CONFIDENTIAL Page 2
3. BENEFITS
You will be entitled to participate in all benefit plans which DRAXIS
shall, from time to time make available to its executive employees, subject to
applicable eligibility rules thereof. The benefits currently offered are:
- major medical
- drug
- dental
- group life
- long term disability
- accidental death and dismemberment
You will also be entitled to an amount equivalent to 5% of your Base Salary
in lieu of participation in DRAXIS's Retirement Savings Program. In addition,
DRAXIS shall provide you with an annual allowance of up to $10,000 for personal
tuition and development programs, as approved by the CEO.
4. STOCK OPTION PLAN
Subject to DRAXIS Board of Directors' approval, you will be eligible to
participate in the DRAXIS Stock Option Plan, copy thereof provided herewith as
Schedule "A", which DRAXIS shall, from time to time, make available to
employees, in accordance with the terms and conditions of said plan. As at the
date hereof, the following grants of stock options to you remain outstanding and
may be exercised by you in accordance with the terms and conditions pursuant to
which each grant was made and the terms of this Agreement:
NO. OF OPTIONS PRICE EXPIRY DATE
-------------- ------- -------------
3,333 $ 3.15 June 19, 2006
10,000 $ 5.41 May 14, 2007
50,000 $ 2.36 July 14, 2013
5. DEFERRED SHARE UNIT PLAN
You will be eligible to participate in DRAXIS's Deferred Share Unit Plan,
in accordance with the terms and conditions of that plan, a copy thereof
provided herewith as Schedule "B". The Deferred Share Unit Plan has been
established to provide selected employees of DRAXIS and its Affiliates with the
opportunity to acquire share equivalent units convertible to cash or common
shares of DRAXIS.
6. DISCRETIONARY BONUS
The Board of Directors of DRAXIS, in its sole discretion, and upon
recommendation of the CEO of DRAXIS, based on the Bonus and Objectives Plan that
is in force for all senior executives of DRAXIS, may declare a bonus payable.
Such bonus payment is not guaranteed and payment of a discretionary bonus in any
prior year is not a promise or guarantee of payment in subsequent years.
Further, to receive any discretionary bonus payment, should one be declared, you
must be employed on December 31st of the calendar year for which the bonus is
declared. Should a discretionary bonus be declared, you may be eligible to
receive an amount up to a maximum equivalent to 30% of your Base Salary (50%
will be related to the achievement of pre-agreed objectives and 50% will be
based on the Corporation's achievement of its financial objectives as outlined
in the annual bonus plan for corporate executives), or such other amount as may
be determined by the CEO of DRAXIS and the Board of Directors of DRAXIS, in
their sole discretion.
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PERSONAL & CONFIDENTIAL Page 3
7. MEMBERSHIPS AND PUBLICATIONS
DRAXIS will pay all professional memberships, dues and levies deemed
necessary to the conduct of your position.
8. VACATION
You shall be entitled to four weeks vacation per annum to be taken at a
time or times acceptable to the CEO of DRAXIS, having regard to its operations.
There shall be no vacation time carried over from one calendar year into the
following calendar year, unless previous authorization has been received from
the CEO of DRAXIS.
9. EXPENSES
DRAXIS agrees that it shall reimburse you for Automobile mileage allowance
as permitted by Canada Customs and Revenue Agency, all other reasonable
traveling and other out-of-pocket expenses actually and properly incurred in
connection with your duties with DRAXIS and within the policies that are enacted
from time to time by DRAXIS with respect to executive expenses. For all such
expenses you agree you will furnish statements and vouchers as and when required
by DRAXIS.
DRAXIS agrees to provide you with a mobile phone, a BlackBerry and a
portable laptop that will remain at all time DRAXIS's property.
DRAXIS will reimburse you for independent legal counsel with respect to the
review of this agreement to a maximum of $1,000 upon presentation of appropriate
receipts.
10. DEDUCTIONS
All salary and other payments and allowances outlined in this Agreement are
subject to such withholding and deduction at source as may be required by law.
11. EMPLOYEE'S COVENANTS
You agree that you shall devote the whole of your working time, attention
and ability to the business of DRAXIS and shall use reasonable best efforts to
promote the interests of DRAXIS.
You agree that you shall duly and diligently perform all the duties
assigned to you while in our employ and shall well and faithfully serve DRAXIS.
You also agree that while employed with DRAXIS you shall not, without the
prior written consent of DRAXIS, engage or otherwise be concerned in any other
business or occupation, or become a director, officer, agent or employee of any
other entity.
Furthermore, you specifically agree that you shall respect and comply with
by the DRAXIS's Disclosure Policy, as amended from time to time copy thereof
provided herewith as Schedule "C" to form an integral part of this Agreement,
the DRAXIS's Code of Ethics as amended from time to time., copy thereof provided
herewith as Schedule "D" to form an integral part of this Agreement, and all and
any relevant rules and legislation, such as, without limiting the generality of
the foregoing, the rules on Xxxxxxx Xxxxxxx in the TSX COMPANY MANUAL, the
ONTARIO SECURITIES ACT, the CANADIAN BUSINESS CORPORATIONS ACT and QUEBEC
SECURITIES ACT. You acknowledge that your senior position with DRAXIS will deem
you an insider of DRAXIS and therefore subject to applicable mandated insider
regulatory and company share trading policies and restrictions.
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PERSONAL & CONFIDENTIAL Page 4
12. CONFIDENTIAL INFORMATION, NON-SOLICITATION AND NON-COMPETITION
(a) NON-DISCLOSURE OF CONFIDENTIAL INFORMATION
As DRAXIS's Vice President Finance, you acknowledge that you are creating,
having access to, and require knowledge of confidential and commercially
valuable information of the DRAXIS Group, the unauthorized use or disclosure of
which could cause the DRAXIS Group serious and irreparable damage.
(1) "Confidential Information" means all information, and all documents
and other tangible things recording any such information, relating to or useful
in connection with the business of the DRAXIS Group, whether or not a trade
secret within the meaning of the applicable law, which at the time or times
concerned is not generally known to Competitors (as defined below) and which has
been or is from time to time disclosed to or developed by you as a result of
your employment with DRAXIS. Confidential Information includes, but is not
limited to, the following information of the DRAXIS Group:
(i) new products;
(ii) marketing strategies and plans;
(iii) development strategies and plans;
(iv) manufacturing processes and technologies;
(v) research in progress and unpublished manuals or know how;
(vi) regulatory filings;
(vii) identity of and relationship with licensees, licensors or
suppliers;
(viii) finances, financial information, financial management
systems;
(ix) market research;
(x) market experience with products;
(xi) customer lists;
(xii) compensation and benefits provided to employees;
(xiii) any other research, information or documents which you are
told or reasonably ought to know that the DRAXIS Group
regards as proprietary or confidential; and
(xiv) any legal advice provided to the DRAXIS Group, its
officers, directors, employees or agents during the course
or your employment and any details involving the DRAXIS
Group's position with respect to any litigation matter or
prospective litigation matter which exists at the time of
termination.
(2) You agree that you shall hold all Confidential Information in the
strictest confidence, as a fiduciary. Without limiting such obligation, you
shall use Confidential Information only at times and places designated by the
DRAXIS Group in furtherance of the business of the DRAXIS Group. You shall not,
except where the DRAXIS Group otherwise provides its prior written consent or
where required by law, directly or indirectly disclose to any Person any
Confidential Information, directly or indirectly sell, give, loan or otherwise
transfer any Confidential Information or copy thereof to any Person, publish,
lecture on or display any Confidential Information to any Person or use
Confidential Information for your own benefit or the benefit of any other
Person.
(3) Your obligations under this Section shall remain in effect with
respect to each item of Confidential Information until the date upon which such
Confidential Information has been publicly
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PERSONAL & CONFIDENTIAL Page 5
disclosed in a manner properly authorized by the DRAXIS Group or otherwise has
become known to Competitors without any breach of this Section by you.
(4) For purposes of this Agreement, "Competitor" shall mean any Person
which engages or is preparing to engage, in whole or in part, in the design,
development, manufacture, marketing or sale of any products or services which
compete directly with a product or service which, during the 12 months prior to
the termination of this Agreement and your employment hereunder for any reason,
the DRAXIS Group marketed or at the time of termination of this Agreement and
your employment hereunder, is then preparing to market.
(5) For purpose of this Agreement, "Person" shall include individuals,
partnerships, associations, trusts, unincorporated organizations and
corporations.
(b) NON-SOLICITATION AND NON-COMPETITION
(1) You acknowledge that the pharmaceutical and over-the-counter drug
industries are highly competitive businesses. You are a key executive of DRAXIS,
and as a result of your senior position, you confirm that you have acquired
extensive background in and knowledge of the DRAXIS Group's business and the
pharmaceutical and over-the-counter drug industries in which the DRAXIS Group
operates. You further acknowledge that the DRAXIS Group develops and markets its
products on a North American basis, more particularly in Canada and in the
eastern part of the United States comprising the states of Connecticut, Florida,
Delaware, Georgia, Maine, Maryland, Massachusetts, Michigan, New Hampshire, New
Jersey, New York, North Carolina, Ohio, Pennsylvania, Rhode Island, South
Carolina, Vermont, Virginia, and West Virginia [hereinafter referred to as the
"Territory"]. Accordingly, you agree that in the course of your employment with
DRAXIS, and thereafter for a period of one year (or if such period is held to be
excessive by a court of competent jurisdiction then for a period of six months)
you shall not, without the prior written authorization of the CEO of DRAXIS
whether as principal, as agent, or as an employee of, or in partnership, or
association with any other Person, in any manner whatsoever directly or
indirectly:
(i) become employed by or associated or affiliated with any
Competitor of the DRAXIS Group in the Territory in a
function dealing with a product or service, which during
the twelve-month period immediately prior to the
termination of this Agreement and your employment
hereunder, for any reason, competed directly with a
product or service of the DRAXIS Group;
(ii) seek to employ or encourage others to employ or otherwise
engage employees, agents or subcontractors of the DRAXIS
Group (who are employees, agents or subcontractors on the
date this Agreement terminated) or seek to in any way
disrupt their business relationship with the DRAXIS Group;
(iii) obtain by any means whatsoever the business of any Person
who at the time of the termination of this Agreement and
your employment hereunder, was a customer of the DRAXIS
Group, if to obtain such business may result in a
reduction of that Person's business with the DRAXIS Group;
(iv) approach any Person who at the time of the termination of
this Agreement and your employment hereunder was a
customer of the DRAXIS Group with the intention of
soliciting or enticing the business of that Person away
from the DRAXIS Group.
(c) REASONABLENESS
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PERSONAL & CONFIDENTIAL Page 6
You agree that the obligations set out in Sections 12(a) and (b) together
with your other obligations under this Agreement are reasonably necessary for
the protection of the DRAXIS Group's proprietary and business interests and you
expressly agree that:
(i) the scope of each of the covenants set out in Sections
12(a) and (b) above are in all respects, and in
particular, in respect of Territory, time and subject
matter, necessary and reasonable because the DRAXIS Group
is marketing its products on a North American basis;
(ii) given your general knowledge and experience, the
obligations contained in this Agreement will not preclude
you from becoming gainfully employed with other employers
who are not Competitors following termination of this
Agreement and your employment hereunder for any reason;
(iii) your agreement to Sections 12(a) and (b) is a key
incentive to DRAXIS formalizing the current terms and
conditions of your employment.
(d) BREACH OF AGREEMENT
You also recognize that any breach of the terms and conditions of this
Agreement by you will result in material damage to the DRAXIS Group, although it
may be difficult for the DRAXIS Group to establish the monetary value of such
damage. You therefore agree that the DRAXIS Group shall be entitled to
injunctive relief, in addition to any other remedies available to it, in a court
of appropriate jurisdiction in the event of any breach or threatened breach by
you of any of the provisions of this Agreement.
13. TERMINATION OF EMPLOYMENT
(a) TERMINATION BY DRAXIS FOR CAUSE
DRAXIS may terminate this Agreement and your employment hereunder at any
time for cause without notice and without payment of any kind of compensation
either by way of anticipated earnings or damages of any kind.
(b) TERMINATION BY DRAXIS WITHOUT CAUSE BUT WITH NOTICE
DRAXIS may terminate this Agreement and your employment hereunder by
providing to you one year's actual notice of termination. The amount of the
notice shall consist solely of Base Salary for the actual year. At its sole
discretion, DRAXIS may provide to you a shorter period of notice of termination,
in which case, the payments referred to in Section 13(c) shall be applicable,
but such payments as may be required by Sections 13(c) (1) and (4) shall be
reduced by the notice provided, so that the total notice and payments in lieu of
notice provided to you shall be equivalent to one year from the date you are
advised of the termination.
(c) TERMINATION BY DRAXIS WITHOUT CAUSE AND WITHOUT NOTICE
DRAXIS may terminate this Agreement and your employment hereunder, in its
sole discretion, without notice and without cause, effective immediately upon
the date you are advised of the termination.
Except as outlined in Section 13(b), if your employment is terminated
without cause pursuant to this Section, DRAXIS shall:
1) Pay to you a severance allowance equivalent to one year of
your then current Base Salary in a lump sum, within two
weeks following the date of such termination.
2) Pay to you all outstanding vacation pay and any earned but
unpaid salary up
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to the date of such termination within two weeks of the
date of termination.
3) Reimburse you for any business expenses incurred by you up
to and including the date of such termination following
provision by you of applicable receipts.
4) Ensure it has complied with all statutory obligations
imposed by the
ONTARIO EMPLOYMENT STANDARDS ACT.
The payment referred to in paragraph 1, above, shall be guaranteed and
shall not be subject to set off or deduction as a result of your obtaining
alternate employment following such termination or otherwise mitigating any
damages arising from such termination. Further, the payment referred to in
paragraph 1, above, is inclusive of all statutory payments, including statutory
termination and severance, which may be owed to you.
The amounts paid to you pursuant to this paragraph shall be subject to all
required deductions.
Upon termination of your employment in accordance with this Section 13(c),
you shall return to DRAXIS all stock options, and other securities which have
not vested or accrued during your employment with DRAXIS.
(d) TERMINATION PAYMENT FOLLOWING A CHANGE OF CONTROL
(1) In accordance with section 13(d) (2) below, if there is a Change of
Control (as hereinafter defined) you shall be entitled to the following:
A. the amounts of any unpaid Base Salary earned up to and
including date of termination;
B. any unpaid vacation pay earned up to and including date of
termination;
C. a lump sum amount, equal to: (A) two times your then
current Base Salary in effect immediately prior to the
date of the Change of Control: and (B) two times the
amount paid to you, for the preceding calendar year
immediately prior to the date of the Change of Control, as
a discretionary bonus;
D. any additional statutory obligations imposed by the
ONTARIO EMPLOYMENT STANDARDS ACT;
E. the right to exercise all stock options and other
securities including those not then otherwise exercisable
as provided for below.
The payments referred to in paragraph 13(d), above, shall be guaranteed and
shall not be subject to set off or deduction as a result of your obtaining
alternate employment following termination or otherwise mitigating any damages
arising from termination. Further, notwithstanding paragraph 13(d) (1) (D)
above, the payment referred to in paragraph 13(d) (1) (C) above, is inclusive of
all statutory payments, including statutory termination and severance, which may
be owed to you following termination.
The amounts paid to you pursuant to this paragraph shall be subject to all
required deductions.
For the purposes of this Agreement, a Change of Control shall be deemed to
occur in the following circumstances.
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PERSONAL & CONFIDENTIAL Page 8
In the event that at any date following the date of signature hereof:
(i) any change in the ownership as of the date hereof, direct
or indirect, of the outstanding shares of the Corporation as a
result of which an individual, partnership, association, trust,
unincorporated organization, ("Person") or group of Persons, hold
shares and/or other securities in excessive of the number which,
directly or following conversion or exercise thereof, will entitle
the holders thereof to cast 20% or more of the votes attaching to
all such shares and/or other securities of the Corporation which may
be cast to elect the directors of the Corporation; or
(ii) the sale, transfer or any manner of disposition of 50% or
more of the assets of the Corporation to an arm's length
Person;
and the Board of Directors of the Corporation (the "Board of Directors")
recommends acceptance of such offer to the Shareholders of the Corporation (the
"Shareholders") or, if the Board of Directors has made no recommendation, the
Shareholders have approved or accepted the proposed transaction, then any
option, including options not then otherwise exercisable held by the you, shall
become immediately exercisable upon the issuance of the recommendation of the
Board of Directors or the approval or acceptance of the Shareholders, as the
case may be.
For greater clarity, no provision in this employment agreement shall be
deemed to supersede any provision of the Stock Option Plan of DRAXIS, as amended
from time to time, with respect to the right to exercise options held by the
employee in certain circumstances.
(2) Except for the ability to exercise all stock options upon a Change
of Control as provided in paragraph 13(d)(1)(E), the payments and entitlements
outlined in paragraph 13(d) (1) shall become due and payable if, and only if:
A. there has been a Change of Control; and
B. within 12 months following any Change of Control:
(i) your employment is terminated without cause by
DRAXIS or by any successor employer to DRAXIS, as
the case may be; or
(ii) by its conduct as described below, DRAXIS or any
successor employer to DRAXIS, as the case may be,
constructively terminates your employment by:
- relocating without just cause the position
and/or location of your principal office
more than 20 kilometers from the location of
your office on the date immediately prior to
the Change of Control, without your consent;
or
- materially reducing without just cause your
title, reporting relationship,
responsibilities or authority without your
consent; or
- reducing without just cause the salary paid
to you by the successor employer or
terminating without just cause or materially
reducing without just cause the value of
your benefit programs, including, but not
limited to, life insurance benefits,
accidental death and dismemberment benefits,
long term disability benefits, extended
health coverage and dental benefits, which
are referred to in Section 3 above;
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PERSONAL & CONFIDENTIAL Page 9
C. and, you elect in writing to receive the payments outlined
in Section 13(d)(1)
(e) TERMINATION BY DRAXIS WITHOUT CAUSE UPON DISABILITY
If, as a result of incapacity due to physical or mental illness, you are
unable to render services of substantially the kind and nature, and
substantially to the extent required to be rendered in accordance with this
Agreement, and if such incapacity is expected to continue for a period of at
least twelve consecutive months from the date such incapacity commenced
("Absence Date") this Agreement may be deemed to be frustrated. Your employment
hereunder shall cease to be effective on the tenth day after written notice of
cessation of employment ("Notice of Cessation") to you, provided that prior to
such cessation DRAXIS has been furnished with the written certification of a
qualified medical doctor designated by DRAXIS and you jointly which states that
you are and are expected to continue to be for at least twelve consecutive
months from the Absence Date, unable to render such services by reason of such
incapacity and the date upon which such incapacity commenced. If DRAXIS and you
are unable to agree on the designation of a qualified medical doctor to make
such determination, then each party shall designate a medical doctor who,
together, shall agree upon a third qualified medical doctor to make such
determination. The decision of the third medical doctor shall be binding on
DRAXIS and you. You consent to submit to such examination as may be required by
any such medical doctor or doctors.
If your employment ceases pursuant to this Section, you shall be entitled
to receive a total amount equivalent to one year of your then current Base
Salary, commencing on the date upon which the Notice of Cessation is delivered
and payable in 24 regular payments equivalent to your regular semi-monthly Base
Salary on the regular DRAXIS pay days. If you are in receipt of disability
benefits payable pursuant to the benefit plans described above, then each
semi-monthly payment payable by DRAXIS shall be reduced by an amount equivalent
to the disability benefits payment received during that pay period.
Notwithstanding the cessation of your employment pursuant to this Section, you
shall be entitled to retain and exercise, within a period of 6 months following
the Notice of Cessation, all stock options which have vested or accrued during
your employment with DRAXIS.
(f) DEATH
In the event that you should die during the term of this Agreement, your
employment shall automatically terminate. All salary, vacation pay and any bonus
payments earned to date of death but unpaid will be paid to your estate,
however, no other payment of any compensation either by way of anticipated
earnings or damages of any kind shall be paid and Section 13(h) shall be
applicable.
(g) RESIGNATION AND RETIREMENT
You shall provide DRAXIS with three months notice, in writing, of your
resignation or your retirement from DRAXIS. Unless the Board of Directors of
DRAXIS otherwise determines, you shall return to DRAXIS all stock options
granted to you during your employment with DRAXIS which become exercisable after
the date you cease to be an employee of DRAXIS and/ or the DRAXIS Group.
(h) NO FURTHER NOTICE OR COMPENSATION
Upon termination of your employment under this Agreement, you shall not be
entitled to any further grants of stock options nor shall you be entitled to any
further participation in any other incentive plan of the DRAXIS Group other than
as specifically set forth in this Agreement. For all purposes, "termination of
your employment" and "termination date" shall be the final day of employment
with DRAXIS, and shall not be deemed to include any period during which you may
be entitled to statutory notice, statutory termination pay or any contractual or
common law notice period and in particular, shall not be deemed to include the
notice period identified in Sections 13(c) (1) or 13(d) (1) (C).
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14. FAIR AND REASONABLE
The parties confirm that the notice requirements and pay in lieu of notice
provisions set out above in Section 13 are fair and reasonable and that no
further notice or payments of any kind are owed or required. The parties agree
that upon any termination of this Agreement by DRAXIS or upon any termination of
this Agreement by you, that you shall have no action, cause of action, claim or
demand, either statutory or at common law, against the DRAXIS Group or any other
Person as a consequence of such termination.
15. RETURN OF PROPERTY
In the event your employment with DRAXIS is terminated for any reason,
including resignation or retirement, you will immediately return all DRAXIS
property in your possession or under your control.
16. PROVISIONS OPERATING FOLLOWING TERMINATION
Notwithstanding any termination of your employment with or without cause,
Sections 11, 12, 13, 14, 17 and any provision of this Agreement necessary to
give it efficacy shall continue in full force and effect following such
termination.
17. ACKNOWLEDGEMENT
You acknowledge that the DRAXIS Group shall not, for any purpose, including
in the event of a subsequent termination, be required to recognize or take into
account any prior service with your previous employers.
18. SEVERABILITY
If any provision of this Agreement is determined to be invalid or
unenforceable, in whole or in part, such invalidity or unenforceability shall
attach only to such provision or part thereof and the remaining part of such
provision and all other provisions hereof shall continue in full force and
effect.
19. NOTICE
Any notice to be given in connection with this Agreement shall be given in
writing and may be given by personal delivery or by registered mail addressed to
the recipient as follows:
To: Xxxxx Xxxxx
000 Xx. Xxxxxxxx Xxxxx
Xxxxxxxxxxx, XX X0X 0X0
To: DRAXIS HEALTH Inc.
0000 Xxxxxxx Xxxxx, 0xx Xxxxx
Xxxxxxxxxxx, Xxxxxxx
X0X 0X0
Attention: President and Chief Executive Officer
or such other address or individual as may be designated by notice by either
party to the other. Any notice given by personal delivery or by fax shall be
deemed to have been given on the day of actual delivery and, if made or given by
registered mail on the third day, other than a Saturday, Sunday or a statutory
holiday in
Ontario, following the deposit thereof in the mail.
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20. GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the
laws of the Province of
Ontario and Canada applicable thereto.
21. BENEFIT OF AGREEMENT
This Agreement shall enure to the benefit of and be binding upon your
heirs, executors, administrators and legal personal representatives and the
successors and assigns of DRAXIS respectively.
22. ENTIRE AGREEMENT
This Agreement and its Schedules constitute the entire agreement between
the parties with respect to your terms and conditions of employment and cancel
and supersede any prior understandings and agreements between the parties to
this Agreement, including, without limitation the Original Agreement. There are
no representations, warranties, forms, conditions, undertakings or collateral
agreements expressed, implied or statutory between the parties other than as
expressly set forth in this Agreement and its Schedules. You waive any right to
assert a claim in tort based on any pre-contractual representations, negligent,
or otherwise, made by the DRAXIS Group.
To acknowledge that the terms of employment as expressed in this Agreement
are acceptable to you, please execute the enclosed copy of this letter as
indicated below and return it to me at your earliest opportunity.
Yours truly,
DRAXIS PHARMA INC.
/s/ Xxxxxx Xxxxxx
Per:
Xxxxxx Xxxxxx, M.D., F.R.C.S.C.
President and Chief Executive Officer of Draxis
Health Inc.
I accept the above-noted terms of employment with Draxis Health Inc. as
Vice President Finance, I agree to comply with and be bound by the terms of
employment outlined in this Agreement.
Dated at , the day of , 2004.
/s/ Xxxxx Xxxxx
---------------------------- ------------------------------
Witness Xxxxx Xxxxx
Xx. Xxxxx Xxxxx March 9, 2004
PERSONAL & CONFIDENTIAL
SCHEDULE A
STOCK OPTION PLAN OF DRAXIS HEALTH INC.
AS AMENDED AND SUBMITTED TO THE TSE
JUNE 27, 2001
STOCK OPTION PLAN
OF
DRAXIS HEALTH INC.
1. PURPOSE OF THE PLAN
The Draxis Health Inc. Stock Option Plan (the "Plan) is intended
to attract and retain highly qualified officers, directors and employees who
will be motivated towards the success of Draxis Health Inc. (the "Corporation")
or any of its subsidiaries.
2. ADMINISTRATION
This Plan shall be administered by the Board of Directors of the
Corporation (the "Board"). Subject to the terms of the Plan, the Board is
authorized to approve persons to whom options may be granted, to construe and
interpret the Plan, to prescribe, amend and rescind rules and regulations
relating to the Plan, and to make all determinations and take all actions
necessary or advisable for the Plan's administration.
3. GRANTING OF OPTIONS
The Board may from time to time in the manner herein provided
grant options ("Options") to purchase common shares ("Shares") of the
Corporation to directors, officers, employees or area managers or arm's length
consultants of the Corporation and may provide for the number of Shares to be
optioned to each such director, officer, employee, area manager or arm's length
consultant.. Options shall be exercised on or prior to a date determined by the
Board of Directors at the date of the grant, which shall be no later than ten
years from the date of the grant and shall be subject to the terms, conditions,
limitations and prohibitions as are herein contained or as may be in effect at
the date of the grant.
4. SHARES SUBJECT TO PLAN
The aggregate number of Shares that may be issued pursuant to the
Plan shall be 7,500,000 Shares. The number of Shares reserved for issuance to
any one person pursuant to options granted pursuant to this Plan or otherwise
shall not exceed 5% of the outstanding Shares.
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5. PARTICIPANTS
The individuals who are eligible to receive Options hereunder
shall be directors, officers or employees of the Corporation or a subsidiary of
the Corporation or arm's length consultants of the Corporation or a subsidiary
of the Corporation (the "Eligible Optionees"). The Board shall from time to
time, in its sole discretion, determine which of those Eligible Optionees will
be granted Options under the Plan (the "Optionees") and the number of Shares to
be optioned to such Eligible Optionees. The Board shall not be precluded from
granting an Option to an Eligible Optionee solely because such Eligible Optionee
may previously have been granted an Option under the plan.
6. OPTION PRICE
The exercise price for an Option shall be fixed by the Board when
such Option is granted. Under no circumstances shall the exercise price for any
Option be less than the closing price of the Shares on The Toronto Stock
Exchange on the trading day immediately preceding the date of the grant.
7. OPTION TERMS
(a) Subject to paragraph 3 hereof, the period during which any
Option may be exercised, in whole or in part, shall be
such period as the Board may determine (the "Option
Period").
(b) In the event that any Option has not been exercised in
respect of all Shares covered by the Option at the expiry
of the Option Period, the Option shall thereupon expire.
(c) In the event of the death of an Optionee on or prior to
the expiry of an Option, while in office and at a time
when such Optionee has not fully exercised any outstanding
Options, such Options, to the extent then exercisable but
unexercised, shall be exercisable by such Optionee's
executors or personal representatives within six (6)
months after such Optionee's death notwithstanding the
expiration date of the Option. In the event such Options
are not exercised at the expiry of such six-month period,
such Options shall expire.
(d) In the event of the total and permanent disability of an
Optionee (as determined by the Board of Directors), such
Optionee may, within six months after the date of such
determination of disability or such other longer period as
the Board of Directors may approve, notwithstanding the
expiration date of the Option, exercise such part of the
Option as is then exercisable. Unless the Board of
Directors otherwise determines, in the event the Optionee
has not exercised such Option at the expiry of such
six-month period, the Option shall expire.
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PERSONAL & CONFIDENTIAL
(e) Except as provided in subparagraphs 7(c) and (d) above, if
an Optionee ceases to hold office as a director, officer,
employee or area manager of the Corporation during the
Option Period, such part of the Option as is then
exercisable may be exercised by such Optionee for a period
of thirty (30) days after such Optionee ceases to hold
such office or position or for such longer period as the
Board of Directors may approve, after which time the
Option shall terminate; provided, however, that in no
event may any option be exercised outside the Option
Period.
8. NON-ASSIGNABILITY
Each Option shall be non-assignable and non-transferable and
shall, subject to the terms hereof, be exercisable only by the Optionee to whom
it is granted.
9. RIGHTS OF OPTIONEES BEFORE EXERCISE OF OPTION
The Optionees shall not have any rights whatsoever as
shareholders in respect of the Shares covered by such Options until such Options
are exercised and payment for such Shares has been made.
10. EXERCISE OF OPTION
Subject to the provisions of the Plan, an Option may be exercised
from time to time by delivery to the Corporation at its registered office of a
written notice of exercise in the form attached hereto as Schedule A specifying
the number of Shares with respect to which the Option is being exercised, and
accompanied by payment in full of the purchase price for the Shares then being
purchased and a duly executed Stock Option Agreement.
11. SHARE CAPITAL ADJUSTMENTS
If the outstanding Shares subject to this Plan are changed into
or exchanged for a different number or kind of shares or securities, as a result
of one or more amalgamations, reorganizations, re-capitalization, stock splits,
consolidations, stock dividends in the nature of stock splits or the like,
appropriate adjustments shall be made in the number and/or kind of shares or
securities for which the Options may thereafter be granted under this Plan and
for which Options then outstanding under this Plan may thereafter be exercised.
Any such adjustment in outstanding Options shall be made without changing the
aggregate exercise price applicable to the unexercised portions of such Option.
No fractional securities shall be issued upon the exercise of an
Option. Accordingly, if as a result of any adjustment under this paragraph, an
Optionee would be entitled to a fractional security, the Optionee shall have the
right to acquire only the adjusted number of whole securities and no payment or
other adjustment will be made with respect to fractional securities so
disregarded.
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PERSONAL & CONFIDENTIAL
12. LIQUIDATION, DISSOLUTION OR WINDING-UP
In the event that the Corporation proposes to liquidate, dissolve
or wind-up, the Corporation shall give written notice thereof to each Optionee
and such Optionee shall be entitled to exercise all then exercisable Options
within thirty (30) days of the giving of such notice, provided, however, that in
no event may such Option be exercised outside of the Option Period. Upon the
expiration of such thirty (30) day period, all rights of Optionees to such
Options or to exercise the same shall terminate and cease to have any further
force or effect, unless otherwise determined by the Board of Directors.
13. CHANGE OF CONTROL
Notwithstanding the foregoing, in the event that at any date
following the date hereof:
(a) any change in the ownership as of the date hereof, direct
or indirect, of the outstanding shares of the Corporation
as a result of which an individual, partnership,
association, trust, unincorporated organization,
("person") or group of Persons, hold shares and/or other
securities in excessive of the number which, directly or
following conversion or exercise thereof, will entitle the
holders thereof to cast 20% or more of the votes attaching
all such shares and/or other securities of the Corporation
which may be cast to elect the directors of the
Corporation; or
(b) the sale, transfer or any manner of disposition of 50% or
more of the assets of the Corporation to an arm's length
Person;
and the Board of Directors recommends acceptance of such offer to the
Shareholders of the Corporation or, if the Board of Directors has made no
recommendation, the Shareholders have approved or accepted the proposed
transaction, then any Option outstanding hereunder, including Options not then
otherwise exercisable, shall become immediately exercisable upon the issuance of
the recommendation of the Board of Directors or the approval or acceptance of
the Shareholders, as the case may be.
14. AMENDMENT OR TERMINATION
The Board of Directors may terminate the Plan any time or, with
the consent of The Toronto Stock Exchange, amend the Plan at any time provided,
however, that except as permitted herein, the Board may not, without the
approval of the Optionee to whom Options have been granted, alter or impair such
Option.
The Board may from time to time make, amend and repeal such
regulations under the Plan as they deem expedient for the purpose of carrying
out the Plan and such regulations from time to time in force shall, together
with the Plan, be binding and conclusive on the Corporation and on all holders
of Options granted under the Plan and their legal personal representatives.
Xx. Xxxxx Xxxxx March 9, 2004
PERSONAL & CONFIDENTIAL
SCHEDULE "A"
STOCK OPTION PLAN
DRAXIS HEALTH INC.
ELECTION TO PURCHASE
TO: The Secretary of
Draxis Health Inc.
Pursuant to the terms of the stock option granted to me on (the
"Date of the Grant"), I hereby elect to purchase common shares of
Draxis Health Inc. which were the subject of such stock option. I understand
that such purchase is subject to all the terms and conditions of such stock
option and of the Draxis Health Inc. Stock Option Plan.
Enclosed is a certified cheque, bank draft or money order payable
to Draxis Health Inc. in the amount of $ , the full amount of the
exercise price for the number of common shares indicated above.
--------------------------- ----------------------------
DATE (PRINT NAME)
----------------------------
(SIGNATURE)
Xx. Xxxxx Xxxxx March 9, 2004
PERSONAL & CONFIDENTIAL
SCHEDULE B
DEFERRED SHARE UNIT PLAN
DRAXIS HEALTH INC.
DEFERRED SHARE UNIT PLAN
FOR EMPLOYEES
1. INTRODUCTION
1.1 PURPOSE
The Draxis Health Inc. Deferred Share Unit Plan for senior management
employees has been established to provide such employees of Draxis Health Inc.
and its subsidiaries with the opportunity to acquire share equivalent units
convertible to cash or Common Shares of Draxis Health Inc. upon the termination
of employment of an employee. Acquiring such units will allow these employees to
participate in the long-term success of Draxis Health Inc. and will promote a
greater alignment of interests between such employees and the shareholders.
1.2 DEFINITIONS
For purposes of the Plan:
(a) "Annual Remuneration" means the Base Salary and Bonus payable to an
Eligible Employee by the Company in or in respect of each financial
year;
(b) "Applicable Withholding Taxes" means any and all taxes and other
source deductions or other amounts which the Company is required by
law to withhold from any amounts to be paid or credited hereunder;
(c) "Award Date" means each date on which Deferred Share Units are
credited to an Eligible Employee in accordance with Section 3.1, which
shall be, unless otherwise determined by the Committee, January 1st of
each financial year in which the Eligible Employee is eligible to
participate in the Plan, except 2000 the first year of the Plan in
which case the Award Date shall be February 1, 2000;
(d) "Award Market Value" means the average of the daily high and low board
lot trading prices of Common Shares on The Toronto or Nasdaq Stock
Exchanges on each of the five trading days prior to the Award Date on
which there was a trade of a board lot of Common Shares. Should Common
Shares no longer be publicly traded at the relevant time such that the
Award Market Value cannot be determined in accordance with the formula
set out herein, such value shall be determined by the Committee in
good faith and shall depend upon the fair market value of the Common
Shares within the period that commences one year before the Award Date
and ends at the time of the Award Date;
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(e) "Base Salary" means the regular base salary received by an Eligible
Employee from the Company during the relevant financial year as
determined by the Company from time to time excluding vacation pay in
lieu of time off, Bonuses, service awards or any special compensation;
(f) "Bonus" means an amount in addition to Base Remuneration calculated
and awarded by the Board to an Eligible Employee following completion
of a financial year in respect of such Employee's contribution to the
operations of the Company for such financial year, excluding for
greater certainty, any payments under the Stock Ownership Plan or, its
predecessor, the Stock Purchases and Bonus Plan;
(g) "Board" means the board of directors of the Company;
(h) "Committee" means the committee of the Board responsible for
recommending to the Board the eligibility of an employee to
participate in this Plan;
(i) "Common Shares" means the common shares of the Company;
(j) "Company" means Draxis Health Inc. or any of its subsidiaries or
affiliates as defined in paragraph 3 of the Canada Customs and Revenue
Agency Interpretation Bulletin IT-337R3 that may adopt the Plan
pursuant to its terms;
(k) "Deferred Share Unit" means a unit equivalent in value to a Common
Share, credited by means of a bookkeeping entry in the books of the
Company in accordance with an election made by an Eligible Employee
pursuant to Section 3;
(l) "Deferred Share Units outstanding under the Plan" or "Deferred Share
Units credited to an Employee's Account" at a particular time for the
purposes of Articles 4 and 5 shall be deemed to mean and include at
any particular time in any particular financial year Deferred Share
Units subsequently granted in respect of a Bonus determined in respect
of a completed financial year and in respect of which an Eligible
Employee has made an election pursuant to Section 3.2;
(m) "Deferred Share Unit Amount" has the meaning given thereto in Section
4.1;
(n) "Dividend Equivalents" means a bookkeeping entry whereby each Deferred
Share Unit is credited with the equivalent amount of the dividend or
other distribution paid on a Common Share in accordance with Section
3.3;
(o) "Dividend Market Value" means the average of the daily high and low
board lot trading prices of Common Shares on The Toronto or Nasdaq
Stock Exchanges on each of the five trading days prior to the Award
Date on which there was a trade of a board lot of Common Shares;
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PERSONAL & CONFIDENTIAL
(p) "Election Form" means a document substantially in the form of Schedule
"A" to this Plan;
(q) "Eligible Employee" means a person who is, at the relevant time, an
employee of the Company or any of its subsidiaries and is designated
by the Committee as eligible to participate in the Plan;
(r) "Plan" means this Draxis Health Inc. Deferred Share Unit Plan for
Employees, as amended from time to time;
(s) "Redemption Date" means the date upon which an Eligible Employee
ceases to be employed by the Company or any of its subsidiaries or
affiliates as defined in paragraph 3 of the Canada Customs and Revenue
Agency's Interpretation Bulletin IT 337R3; and
(t) "Redemption Value" means the average of the daily high and low board
lot trading prices of Common Shares on The Toronto or Nasdaq Stock
Exchanges on each of the five trading days prior to the Redemption
Date on which there was a trade of a board lot of Common Shares.
Should Common Shares no longer be publicly traded at the relevant time
such that the Redemption Value cannot be determined in accordance with
the formula set out herein the provisions in this regard described in
the definition of Award Value shall apply mutatis mutandis.
1.3 EFFECTIVE DATE OF PLAN
The effective date of the Plan shall be February 1, 2000 or such other
later date as the Board may determine.
2. ADMINISTRATION
2.1 ADMINISTRATION OF THE PLAN
The Plan shall be administered by the Board of Directors which shall,
without limitation, have full and final authority in its discretion, but subject
to the express provisions of the Plan, to interpret the Plan, to prescribe,
amend and rescind rules and regulations relating to it and to make all other
determinations deemed necessary or advisable for the administration of the Plan.
The Board of Directors may delegate any or all of its authority with respect to
the administration of the Plan and any or all of the rights, powers and
discretions with respect to the Plan granted to it hereunder to the Committee or
such other committee of directors of the Company as the Board of Directors may
designate and upon such delegation the Committee or other committee of
directors, as the case may be, as well as the Board of Directors, shall be
entitled to exercise any or all of such authority, rights, powers and
discretions with respect to the Plan. The directors of the Company may fully
participate in voting and in other deliberations or proceedings of the Board of
Directors in respect of the Plan, notwithstanding: (i) the eligibility of any of
the directors to participate in the Plan; and (ii) that any of the directors may
hold Deferred Share Units granted pursuant to the Plan.
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PERSONAL & CONFIDENTIAL
2.2 TAXES AND OTHER SOURCE DEDUCTIONS
The Company shall be authorized to deduct from any amount to be paid or
credited hereunder any Applicable Withholding Taxes in such manner as the
Company determines.
3. DEFERRED SHARE UNITS
3.1 AWARD OF DEFERRED SHARE UNITS
(a) Each Eligible Employee shall be credited with Deferred Share Units in
respect of that part of an Eligible Employee's Base Salary which such Eligible
Employee has elected to receive in the form of Deferred Share Units as provided
in Section 3.2, in the manner set forth in this Plan. All Deferred Share Units
to be credited to an Eligible Employee will be credited to an account maintained
for the Eligible Employee on the books of the Company. The Deferred Share Units
to be credited to an Eligible Employee will be credited to such account on each
Award Date in respect of the portion of his or her base Salary to be credited in
Deferred Share Units to be earned in the financial year commencing on the Award
Date. The number of Deferred Share Units (including fractional Deferred Share
Units) to be credited on each Award Date shall be determined by dividing (a) the
amount of the applicable portion of the Base Salary to be credited in Deferred
Share Units on that Award Date by (b) the Award Market Value.
(b) Each Eligible Employee shall be credited with Deferred Share Units in
respect of that part of an Eligible Employee's Bonus which such Eligible
Employee has elected to receive in the form of Deferred Share Units as provided
in Section 3.2, in the manner set forth in this Plan. All Deferred Share Units
to be credited to an Eligible Employee will be credited to an account maintained
for the Eligible Employee on the books of the Company. The Deferred Share Units
to be credited to an Eligible Employee will be credited to such account as of
the Award Date for a relevant financial year upon determination of the Bonus
earned following completion of such financial year. The number of Deferred Share
Units (including fractional Deferred Share Units) to be credited effective each
Award Date shall be determined by dividing (a) the amount of the applicable
portion of the Bonus to be credited in Deferred Share Units effective that Award
Date by (b) the Award Market Value determined in respect of that Award Date.
3.2 ELECTION
Each Eligible Employee shall have the right to elect on December 1 of each
financial year (except 2000 the first year of the Plan in which case the date
shall be February 1, 2000) whether such Employee wishes to receive some of such
Employee's Annual Remuneration for the immediately succeeding financial year (or
for that part of the year remaining in the case of 2000) in the form of Deferred
Share Units. This election shall be made by completing, signing and delivering
to the Secretary of the Company the Election Form: (a) in the case of an
existing employee, by December of the financial year preceding the financial
year to which such election is to apply; or (b) in the case of 2000 by February
1, 2000. In each case, the election, when made, shall only apply prospectively
with respect to the Eligible Employee's Annual Remuneration yet to be earned.
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PERSONAL & CONFIDENTIAL
3.3 CREDITS FOR DIVIDENDS
(a) An Eligible Employee's account shall be credited with Dividend Equivalents
in the form of additional Deferred Share Units on each dividend payment date in
respect of which ordinary course cash dividends are paid on Common Shares. Such
Dividend Equivalents shall be computed by dividing: (a) the amount obtained by
multiplying the amount of the dividend declared and paid per Common Share by the
number of Deferred Share Units recorded in the Eligible Employee's account on
the record date for the payment of such dividend, by (b) the Dividend Market
Value, with fractions computed to three decimal places.
(b) All Dividend Equivalents credited hereunder at any particular time in a
year to an Eligible Employee in the form of Deferred Share Units shall be
adjusted as of the particular dividend payment date to reflect the determination
at the end of a year of additional Deferred Share Units in respect of a Bonus
concerning which an Eligible Employee has made an election pursuant to the
provisions of 3.1 and 3.2.
3.4 REPORTING OF DEFERRED SHARE UNITS
Statements of the Deferred Share Unit accounts will be provided to the
Eligible Employees at least annually.
4. REDEMPTION OF DEFERRED SHARE UNITS
4.1 REDEMPTION OF DEFERRED SHARE UNITS
(a) An Eligible Employee shall be entitled on the Redemption Date to redeem the
Deferred Share Units credited to the Eligible Employee's account for an amount
(the "Deferred Share Unit Amount") equal to the product that results from
multiplying (i) the number of Deferred Share Units recorded in the Eligible
Employee's account on the Redemption Date by (ii) the Redemption Value of the
Common Shares. Upon payment in full by the Company to the Eligible Employee of
the value of the Deferred Share Unit Amount, the Deferred Share Units shall be
cancelled.
(b) The Deferred Share Unit Amount payable to an Eligible Employee, less any
Applicable Withholding Taxes, may be used to acquire Common Shares on the open
market through an independent broker designated by the Company (the "Designated
Broker") or may be paid in cash less Applicable Withholding Taxes to the
Eligible Employee, at the discretion of the Company. The Company will also make
a cash payment, less any Applicable Withholding Taxes, to the Eligible Employee
with respect to the value of fractional Deferred Share Units standing to the
Eligible Employee's credit.
(c) If the Company has determined, that payment of the Deferred Share Unit
Amount be made in the form of Common Shares purchased on the open market through
a Designated Broker, as described in Section 4.1 (b) above, the Company will
calculate the number of whole Common Shares to be purchased by the Designated
Broker on the open market on behalf and for
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PERSONAL & CONFIDENTIAL
the benefit of the Eligible Employee. The number of Common Shares will be
determined by dividing (i) the Deferred Share Unit Amount payable, less any
Applicable Withholdings Taxes, by (ii) the Redemption Value of a Common Share as
determined on the Redemption Date or, if the Redemption Date is not a trading
date for shares on the Toronto and Nasdaq Stock Exchanges, on the next such
trading date and the Company shall advise the Designated Broker of the specified
number of whole Common Shares to be purchased on behalf of the Eligible
Employee. The Designated Broker will purchase the specified number of whole
Common Shares as soon practicable after being notified by the Company. On or
before the date of settlement with respect to the purchase of the Common Shares
by the Designated Broker, the Company, acting as agent for the Eligible
Employee, will pay the purchase price of the specified number of Common Shares
to the Designated Broker, together with any reasonable brokerage fees or
commissions related thereto. The Company will also make a cash payment, less any
Applicable Withholdings Taxes, to the Eligible Employee with respect to the
value of fractional Deferred Share Units still standing to the Eligible
Employee's credit after the maximum number of whole Common Shares has been
purchased as described above.
(d) Deferred Share Unit Amounts paid by the Company in accordance with (a)
through (c) above will be paid to or on behalf of the Eligible Employee no later
than the end of the first calendar year after the Redemption Date.
4.2 DEATH OF ELIGIBLE EMPLOYEE PRIOR TO REDEMPTION
Upon the death of an Eligible Employee prior to the redemption of the
Deferred Share Units credited to the account of such Eligible Employee under the
Plan, a dependant relation or legal representative, shall be entitled to redeem
the Deferred Share Units in accordance with Section 4.1. For greater certainty,
the Deferred Share Unit Amount payable shall be equivalent to the amount which
would have been paid to the Eligible Employee pursuant to and subject to Section
4.1, calculated as if the Eligible Employee had previously ceased to be an
employee of the Company on the day prior to his or her death.
4.3 In the event a Redemption Date occurs prior to the end of a financial year,
the number of Deferred Share Units awarded to an Eligible Employee in respect of
his Annual Remuneration for that particular year shall, for the purposes of
calculating the Redemption Value, be reduced proportionately to reflect that the
Eligible Employee was employed by the Company for less than that particular full
financial year.
5. GENERAL
5.1 ADJUSTMENTS TO DEFERRED SHARE UNITS
In the event of the declaration of any stock dividend, a subdivision,
consolidation, reclassification, exchange, or other change with respect to the
Common Shares, or a merger, consolidation, spin-off, or other distribution
(other than ordinary course cash dividends) of the Company's assets to its
shareholders, the account of each Eligible Employee and the Deferred Share Units
outstanding under the Plan shall be adjusted to appropriately reflect the event.
However, no amount will be paid to, or in respect of, an Eligible Employee under
the Plan or
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PERSONAL & CONFIDENTIAL
pursuant to any other arrangement, and no Deferred Share Units will be granted
to such Eligible Employee to compensate for a downward fluctuation in the price
of Common Shares, nor will any other form of benefit be conferred upon, or in
respect of, an Eligible Employee for such purpose.
5.2 DESIGNATION OF BENEFICIARY
An Eligible Employee may, by written notice to the Secretary of the
Company, designate a person to receive the benefits payable under the Plan on
the Eligible Employee's death, and may also by written notice to the Secretary
of the Company alter or revoke such designation from time to time, subject
always to the provisions of any applicable law. Such written notice shall be in
such form and shall be executed in such manner as the Committee in its
discretion may from time to time determine.
5.3 AMENDMENT, SUSPENSION, OR TERMINATION OF PLAN
(a) The Board may from time to time amend or suspend the Plan in whole or in
part and may at any time terminate the Plan. However, any such amendment,
suspension, or termination shall not adversely affect the right of any Eligible
Employee with respect to Deferred Share Units credited to such Eligible Employee
at the time of such amendment, suspension or termination, without the consent of
the affected Eligible Employee.
(b) If the Board terminates the Plan, no new Deferred Share Units will be
credited to the account of an Eligible Employee, but previously credited
Deferred Share Units and Deferred Share Units to be credited to the end of a
financial year with respect to any Bonus pursuant to Section 3.1 shall remain
outstanding and shall be entitled to Dividend Equivalents as provided under
section 3.3, and be paid in accordance with the terms and conditions of the Plan
existing at the time of termination. The Plan will finally cease to operate for
all purposes when the last remaining Eligible Employee receives payment, in cash
or Common Shares, in satisfaction of all Deferred Share Units recorded in the
Eligible Employee's account.
5.4 COMPLIANCE WITH LAWS
The administration of the Plan shall be subject to and performed in
conformity with all applicable laws and any applicable regulations of a duly
constituted authority. Should the Committee, in its sole discretion, determine
that it is not feasible or desirable to honour an election in favour of Deferred
Share Units due to such laws or regulations, its obligation shall be satisfied
by means of an equivalent cash payment (equivalence being determined on a
before-tax basis).
5.5 REORGANIZATION OF THE COMPANY
The existence of any Deferred Share Units shall not affect in any way the
right or power of the Company or its shareholders to make or authorize any
adjustment, recapitalization, reorganization or other change in the Company's
capital structure or its business, or any amalgamation, combination, merger or
consolidation involving the Company or to create or issue
Xx. Xxxxx Xxxxx March 9, 2004
PERSONAL & CONFIDENTIAL
any bonds, debentures, shares or other securities of the Company or the rights
and conditions attaching thereto or to effect the dissolution or liquidation of
the Company or any sale or transfer of all or any part of its assets or
business, or any other corporate act or proceeding, whether of a similar nature
or otherwise.
5.6 GENERAL RESTRICTIONS AND ASSIGNMENT
(a) Except as required by law, the rights of an Eligible Employee under the
Plan are not capable of being anticipated, assigned, transferred, alienated,
sold, encumbered, pledged, mortgaged or charged and are not capable of being
subject to attachment or legal process for the payment of any debts or
obligations of the Eligible Employee.
(b) Rights and obligations under the Plan may be assigned by the Company to a
successor in the business of the Company.
5.7 NO RIGHT TO SERVICE
Neither participation in the Plan nor any action taken under the Plan shall
give or be deemed to give any Eligible Employee a right to continued employment
with the Company or any of its subsidiaries and shall not interfere with any
right of the Company to terminate the employment of any Eligible Employee at any
time.
5.8 NO SHAREHOLDER RIGHTS
Under no circumstances shall Deferred Share Units be considered Common
Shares or shares of any other class of the Company, nor entitle any Eligible
Employee to exercise voting rights or any other rights attaching to the
ownership of Common Shares, nor shall any Eligible Employee be considered the
owner of the Common Shares by virtue of the award of Deferred Share Units.
5.9 GOVERNING LAW
The Plan shall be governed by, and interpreted in accordance with, the laws
of the Province of
Ontario and the laws of Canada applicable therein.
5.10 INTERPRETATION
In this text words importing the singular meaning shall include the plural
and VICE VERSA, and words importing the masculine shall include the feminine and
neuter genders.
5.11 SEVERABILITY
The invalidity or unenforceability of any provision of this Plan shall not
affect the validity or enforceability of any other provision and any invalid or
unenforceable provision shall be severed from this Plan.
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PERSONAL & CONFIDENTIAL
SCHEDULE "A"
DRAXIS HEALTH INC. DEFERRED SHARE UNIT PLAN
FOR DIRECTORS (THE "PLAN")
ANNUAL ELECTION FORM
1. ANNUAL REMUNERATION
(a) I elect to receive my Base Remuneration as follows (please check either Box
"A" or Box "B"):
A. ______% in Deferred Share Units (not to exceed 20%)
and
B. ______% in cash.
(b) I elect to receive my Bonus, if any, as follows: (Please check either Box
"C" or Box "D"
C. ______% in Deferred Share Units (not to exceed 100%)
D. ______% in cash.
i. DESIGNATION OF BENEFICIARY
In accordance with the terms of the Plan, I appoint as designated
beneficiary, or if previously done, I hereby revoke any designation of
beneficiary heretofore made by me under the Plan, and hereby appoint as
designated beneficiary to receive any payment in accordance with the Plan
that may fall due after my death: ______________________________________
[INSERT FULL NAME]; provided, however, that if the above named beneficiary
predeceases me such payment shall be made to my estate.
3. I UNDERSTAND THAT:
- All capitalized terms shall have the meanings attributed to them under the
Plan.
- All payments will be net of any Applicable Withholding Taxes.
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PERSONAL & CONFIDENTIAL
) ------------------------------------
Witness Signature ) Eligible Employee's Signature
)
) ------------------------------------)
Witness Name (please print) ) Eligible Employee's Name (please print)
)
) ------------------------------------
) Date
UNTIL THIS ELECTION FORM IS RETURNED TO THE SECRETARY OF THE COMPANY, 100% OF
THE ANNUAL REMUNERATION WILL BE RECEIVED IN THE FORM OF CASH.
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SCHEDULE C
DRAXIS HEALTH DISCLOSURE POLICY
OBJECTIVE AND SCOPE
DRAXIS is committed to providing timely, factual, accurate and balanced
disclosure of material information about the Company, consistent with legal and
regulatory requirements. The Company will disseminate good news and bad on a
timely basis, except where confidentiality issues require a delay. It is
imperative that the general public has timely access to this information.
This policy confirms in writing our existing disclosure policies and practices.
Its goal is to raise awareness of the Company's approach to disclosure among the
Board of Directors, senior management and employees.
This policy extends to all employees of the Company and its subsidiaries, its
Board of Directors and those authorized to speak on its behalf. It covers
disclosures in documents filed with the securities commissions and written
statements made in the Company's annual and quarterly reports, news releases,
letters to shareholders, speeches by senior management and information contained
on the Company's website and other electronic communications. It also extends to
oral statements and in particular in meetings and telephone conversations with
analysts and investors, interviews with the media as well as press conferences
and conference calls.
DISCLOSURE POLICY COMMITTEE
The chief executive officer, upon consultation with the Board of Directors'
Corporate Governance Committee, has established a Disclosure Policy Committee
consisting of the Chief Executive Officer (CEO), Chief Financial Officer (CFO),
the Executive Director Investor Relations (IRO), and the General Counsel and
Secretary
The Disclosure Policy Committee will determine when developments require public
disclosure and will meet as conditions dictate. It is essential that the
Disclosure Policy Committee be fully apprised of all material Company
developments in order to evaluate and discuss those events to determine the
appropriateness and timing for public release of information or whether the
information should remain confidential, and if so, how that inside information
will be controlled and for what time period. The Disclosure Policy Committee
will be chaired by a designated member of the committee.
The Disclosure Policy Committee will review and update, if necessary, this
policy on an annual basis.
DESIGNATED SPOKESPERSONS
The Company designates a limited number of spokespersons responsible for
communication with the media, investors and analysts. The CEO, the CFO and the
IRO shall be the official spokespersons for the Company. Individuals holding
these offices may, from time to time, designate others within the Company to
speak on behalf of the Company as back-ups or to respond to specific inquiries
from the investment community or the media.
Employees who are not authorized spokespersons must not respond under any
circumstances to inquiries from the investment community or the media unless
specifically asked to do so by an authorized spokesperson.
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Except for discussions with business partners by senior management, employees
should refrain from discussing confidential and potentially material affairs of
the Company with third parties, unless expressly authorized to do so.
RESPONSIBILITY FOR ELECTRONIC COMMUNICATIONS
This policy also applies to electronic communications. Accordingly, officers and
personnel responsible for written public disclosures shall also be responsible
for electronic communications. The IRO is responsible for updating and
maintaining the investor relations section of the Company's website and is
responsible, along with the General Counsel, for monitoring all Company
information placed on the website to ensure that it is accurate, timely,
complete and up to date. Any material changes in information must be updated
immediately. Although the Company views electronic communications as an
extension of its formal disclosure record, it recognizes that disclosure on its
website does not constitute adequate disclosure of information that is
considered material non-public information. Any disclosures of material
information on its website will be coordinated with full disclosure, which
generally includes appropriate dissemination of a news release.
Policies and practices relating to the construction and use of the Company
website shall be reviewed periodically by the Disclosure Policy Committee, using
in part the guidelines set out in Appendix A, Guidelines for the Company website
and the recommendation of any reports from external website audits/reviews.
The IRO shall also be responsible for responses to electronic inquiries. Only
[previously disclosed] public information or information which could otherwise
be disclosed in accordance with this policy shall be utilized in responding to
electronic inquiries.
Employees are prohibited from participating in Internet chat room or newsgroup
discussions on matters pertaining to the Company's activities or its securities.
Employees who encounter a discussion pertaining to the Company should advise the
IRO immediately, so the discussion may be monitored.
MATERIAL INFORMATION
Material information is any information relating to the business and affairs of
the Company that results in, or would reasonably be expected to result in, a
significant change in the market price or value of the Company's securities. To
qualify as material information, the United States Securities and Exchange
Commission (SEC) states that there must be a substantial likelihood that a fact
would be viewed by a reasonable investor as significantly altering the total mix
of information available about the Company. Material information consists of
both material facts and material changes relating to the business and affairs of
the Company. Examples of developments that may give rise to material information
include, but are not limited to, the following:
- Development of new products and developments affecting the Company's
resources, technology, products or market
- Entering into or loss of significant contracts
- A significant acquisition, disposition or merger involving the Company
- A new issue of securities or a significant change in the Company's capital
structure
- Significant changes in management
- Significant litigation
- A significant change in the Company's lending arrangements
- A significant change in previously disclosed near-term expected earnings
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- Any other developments relating to the business and affairs of the Company
that would reasonably be expected to significantly affect the market price
or value of any of the Company's securities or that would reasonably be
expected to have a significant influence on a reasonable investor's
investment decisions.
PRINCIPLES OF DISCLOSURE OF MATERIAL INFORMATION
In complying with the requirement to disclose forthwith all material information
under applicable laws and stock exchange rules, the Company will adhere to the
following basic disclosure rules:
1. Material information will be publicly disclosed immediately, unless the
Disclosure Policy Committee determines that such disclosure would be unduly
detrimental to the Company (in which case the information will be kept
confidential for a limited period of time until the Committee determines it
is appropriate to publicly disclose).
2. Disclosure must include any information the omission of which would make
the rest of the disclosure misleading (half truths are misleading).
3. Unfavourable material information must be disclosed as promptly and
completely as favourable information.
4. No selective disclosure. Previously undisclosed material information must
not be disclosed to selected individuals (for example, in an interview with
an analyst or in a telephone conversation with a major shareholder). If
previously undisclosed material information has been inadvertently
disclosed to an analyst or any other person, such information must be
disclosed promptly via news release in compliance with the SEC's Regulation
FD and applicable Canadian regulatory and legal requirements.
5. Disclosure of material information must be updated if earlier disclosure
has become misleading as a result of intervening events.
CONFIDENTIAL INFORMATION
The withholding of confidential material information on the basis that
disclosure would be unduly detrimental to the Company's interest must be
infrequent and can only be justified where the potential harm to the Company or
to shareholders caused by immediate disclosure may reasonably be considered to
significantly outweigh the undesirable consequences of delaying disclosure.
Stock exchanges, specifically NASDAQ and the TSE, discourage delaying disclosure
for a lengthy period of time, since it is unlikely that confidentiality can be
maintained beyond the short term.
Examples of instances where disclosure might be unduly detrimental to the
Company include:
1. Release of the information would prejudice the ability of the Company to
pursue specific and limited near-term objectives or to complete a
transaction or series of transactions that are underway.
2. Disclosure of the information would provide competitors with confidential
corporate information that would be of significant benefit to them. A
decision to release a new product for example, or the details of the
features of a new product, may be withheld for competitive reasons.
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PERSONAL & CONFIDENTIAL
3. Disclosure of information concerning the status of ongoing negotiations
would prejudice the successful completion of those negotiations.
NEWS RELEASES
Once the Disclosure Policy Committee determines that a development is material,
it will authorize the prompt issuance of a news release, unless the Disclosure
Policy Committee determines that such developments must remain confidential for
the time being and appropriate control of that inside information is instituted.
Should a material statement inadvertently be made in a selective forum, the
Company will promptly issue a news release in order to fully and publicly
disclose that information in accordance with SEC's Regulation FD and applicable
Canadian regulatory and legal requirements.
News releases will be disseminated through an approved news wire service that
provides national and simultaneous service. News releases will be transmitted to
all stock exchange members, relevant regulatory bodies, major national financial
media and the local media in areas where the Company has its headquarters and
operations.
If a stock exchange upon which shares of the Company are listed is open for
trading at the time of a proposed announcement, prior notice of a news release
announcing material information must be provided to the market surveillance
department of the exchange. If a news release announcing material information is
issued outside of trading hours, market surveillance must be notified before the
market opens.
RUMOURS
So long as it is clear that the Company is not the source of the market rumour,
the Company does not comment, affirmatively or negatively, on rumours. This also
applies to rumours on the Internet. The Company's spokespersons will respond
consistently to those rumours, saying, "It is our policy not to comment on
market rumours or speculation." Should the stock exchange request that the
Company make a definitive statement in response to a market rumour that is
causing significant volatility in the stock, the Disclosure Policy Committee
will consider the matter and decide whether to make a policy exception.
FORWARD LOOKING INFORMATION
The Company will not release earnings projections other than in a prospectus
grade offering document as required by appropriate securities regulators or
confirm analysts' earnings estimates and will not attempt to influence an
analyst's conclusions. The Company may continue to publicly disseminate
non-material, forward-looking information to enable the investment community to
better evaluate the Company and its prospects. To the extent that forward
looking information is provided in a disclosure document, the document is to be
accompanied by meaningful cautionary language that warns investors that there is
a risk that the statement could change materially. In the case of oral or
electronically presented forward-looking statements, the statement will be
identified as such and the spokesperson will refer to a readily available
written document (news release, annual report) for the cautionary language.
CONTACTS WITH ANALYSTS AND INVESTORS
The Company recognizes that analysts are important conduits for disseminating
corporate information to the investing public and that analysts play a key role
in interpreting and clarifying existing public data and in providing investors
with background information and details that cannot practically be put in public
documents. The Company will meet with analysts and investors on an individual or
small group basis as needed and will initiate contacts or respond to analyst and
investor calls in a timely, consistent and
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PERSONAL & CONFIDENTIAL
accurate fashion in accordance with this disclosure policy. The Company will not
engage in selective disclosure of material non-public information to analysts,
however it will provide to individual investors or reporters who request it, the
same sort of detailed, non-material information that has been provided to
analysts. It is highly desirable that where practicable more than one Company
representative be present at all individual and group meetings with investors
and media representatives.
The Company recognizes that analyst disclosure does not constitute adequate
disclosure of information that is considered material non-public information. If
material information is to be announced at an analyst or shareholder meeting or
a press conference, its announcement must be coordinated with a general public
announcement via news release.
QUIET PERIODS
In order to avoid the potential for selective disclosure or even the perception
or appearance of selective disclosure, the Company will observe a quarterly
quiet period, during which no meetings or telephone contacts with analysts and
investors will be initiated and no earnings guidance will be provided. The quiet
period comprises the three weeks immediately preceding the issuance of a news
release disclosing quarterly results.
REVIEWING ANALYST DRAFT REPORTS AND MODELS
It is the Company's policy, when analysts inquire with respect to their earnings
and/or cash flow estimates to provide no guidance or confirmation. The Company
will not confirm, or attempt to influence, an analyst's opinions or conclusions.
If requested, the Company will review the draft research report or model for the
purpose of identifying factual errors.
Analyst reports are proprietary products of the analysts' firms. Re-circulating
a report by an analyst may be viewed as an endorsement by the Company of the
report. For these reasons, the Company will not provide analyst reports through
any means to persons outside of the Company or to employees of the Company,
including posting such information on its website. The Company may post on its
website a complete list, regardless of the recommendation, of all the investment
firms and analysts who provide research coverage on the Company. If provided,
such lists will not include links to the analysts' or any other third parties'
websites or publications.
CONFERENCE CALLS
A conference call may be held with members of the investment community to
discuss quarterly or annual financial and operating results or major material
corporate developments The Company will announce the date and time of the
conference call in advance on its website and/or in a news release and the
conference call may be broadcast simultaneously via webcast over the Internet.
The media and individual investors may call a toll-free number (or access the
webcast over the Internet and listen to the call on a real-time basis). A tape
recording of the conference call will be made available for a period of at least
one month following the call on either a toll-free number or an archived audio
webcast on the Internet, for anyone interested in listening to a replay.
A debriefing will be held after the conference call and if such debriefing
uncovers selective disclosure of previously undisclosed material information,
the Company will promptly disclose such information, generally via news release.
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PERSONAL & CONFIDENTIAL
DISCLOSURE RECORD
The Company will maintain a file containing all public information about the
Company, including continuous disclosure documents, news releases, analysts'
reports, transcripts or tape recordings of conference calls and newspaper
articles.
The minimum retention period for material corporate information posted on the
website shall be one year. Specifically, news releases shall be kept for a
period of two years, quarterly and annual reports for five years.
TRADING RESTRICTIONS AND BLACKOUT PERIODS
It is illegal for anyone to purchase or sell securities of any public company
with knowledge of material information affecting that company that has not been
publicly disclosed. Except in the necessary course of business, it is also
illegal for anyone to inform any other person of material non-public
information.
Insiders and employees with knowledge of confidential or material information
about the Company are prohibited from trading until the information has been
fully disclosed and a reasonable period of time has passed for the information
to be widely disseminated.
Blackout periods may be prescribed from time to time as a result of special
circumstances relating to the Company pursuant to which insiders of the Company
would be precluded from trading in securities of the Company. Quarterly blackout
periods will also apply for all employees during periods when financial
statements are being prepared but results have not yet been publicly disclosed.
The blackout period extends from five days prior to the release of the Company's
quarterly or annual financial results until two full business days following
such release.
MAINTAINING CONFIDENTIALITY
Any employee privy to confidential information is prohibited from communicating
such information to anyone else, unless it is necessary to do so in the course
of business. Efforts will be made to limit access to such confidential
information to only those who need to know the information and such persons will
be advised that the information is to be kept confidential.
Communication by e-mail leaves a physical track of its passage that may be
subject to later decryption attempts. All confidential information being
transmitted over the Internet must be secured by the strongest encryption and
validation methods practically available. Where possible, employees should avoid
using e-mail to transmit confidential information.
Outside parties privy to undisclosed material information concerning the Company
will be told that they must not divulge such information to anyone else, other
than in the necessary course of business and that they may not trade in the
Company's securities until the information is generally disclosed. The obtaining
of a signed confidentiality agreement is desirable in these situations.
In order to prevent the misuse or inadvertent disclosure of material
information, the procedures set forth below should be observed at all times:
1. Confidential matters should not be discussed in places where the discussion
may be overheard, such as elevators, hallways, restaurants, airplanes or
taxis.
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PERSONAL & CONFIDENTIAL
2. Confidential documents should not be read in public places and should not
be discarded where others can retrieve them. Similarly, employees should
not leave confidential information at their homes or other locations
outside of their work location.
3. Transmission of documents by electronic means, such as by fax or directly
from one computer to another, should be made only where it is reasonable to
believe that the transmission can be made and received under secure
conditions.
4. Unnecessary copying of confidential documents should be avoided and
documents containing confidential information should be promptly removed
from conference rooms and work areas after meetings have concluded. Extra
copies of confidential documents should be shredded or otherwise destroyed.
5. Access to confidential electronic data should be restricted through the use
of passwords.
6. Documents and files containing confidential information should be kept in a
safe place to which access is restricted to individuals who "need to know"
that information in the necessary course of business.
7. All proprietary information, including computer programs and other records,
remain the property of the Company and may not be removed, disclosed,
copied or otherwise used except in the normal course of employment or with
the prior permission.
XXXXXXX XXXXXXX
Xxxxxxx xxxxxxx is strictly regulated by Part XXI of the TSE Company Manual,
applicable provincial securities legislation such as Section 76 and 134 of the
Ontario Securities Act and the Regulations under the Act and Part XI of the
Canadian Business Corporations Act.
An "insider" is defined in the
Ontario Securities Act as every director or
senior officer of a reporting issuer (ie. the Company), every director or senior
officer of a company that is itself an insider or subsidiary of a reporting
issuer (ie. Draximage and DPI) and any person or company who beneficially owns,
directly or indirectly, voting securities of a reporting issuer or who exercises
control or direction over voting securities of a reporting issuer or a
combination of both carrying more than 10% of the voting rights attached to all
voting securities of that reporting issuer. Similar definitions apply in other
provincial legislation.
Section 76 of the
Ontario Securities Act prohibits any person or company in a
"special relationship" with a listed company from trading on the basis of
undisclosed material information on the affairs of that company. Those
considered to be in a "special relationship" with a listed company include those
that are insiders, affiliates or associates of the listed company, a person or
company proposing to make a take over bid of the listed company and a person or
company proposing to become a party to a reorganization, amalgamation, merger or
similar business relationship with the listed company. A person or company in a
"special relationship" also includes those involved, or which were involved, in
the provision of business or professional services for the listed company,
including employees.
The contravention of applicable xxxxxxx xxxxxxx regulations and laws is a
serious civil offence and may lead to civil and/or criminal sanction.
Employees are encouraged to discuss any questions or concerns they might have
about xxxxxxx xxxxxxx activities with the General Counsel and Secretary of the
Company.
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PERSONAL & CONFIDENTIAL
The Company designates all its officers, directors, and certain employees as
insiders or designated insiders for the purpose of compliance with applicable
securities laws. Such individuals have strict controls on their ability to trade
shares of the Company and have stringent insider reporting obligations to
various Canadian securities commissions. Such obligations may even continue for
a reasonable period of time after an individual ceases to be an officer,
director or employee because of his/her continued possession of insider
information. There may also be times when other individuals employed by the
Company or its affiliates will be deemed insiders for a period of time (i.e.
because of close involvement in a transaction, in-licensing or access to
confidential information not yet publicly disseminated). Those individuals will
be advised of their status at that time by the General Counsel and Secretary of
the Company.
COMMUNICATION AND ENFORCEMENT
All current and new directors, officers, authorized spokespersons and employees
will be advised of this policy and educated about its importance. This policy
will be brought to the attention of all employees and directors on an annual
basis.
An employee who violates this policy may face disciplinary action up to and
including termination of his or her employment with the Company. The violation
of this policy may also violate certain securities laws. If the Company
discovers that an employee has violated such securities laws, it may refer the
matter to the appropriate regulatory authorities, which could lead to penalties,
fines or imprisonment.
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APPENDIX A - GUIDELINES FOR THE COMPANY WEBSITE
Points to be considered in the evaluation and review of the Company website may
include, but are not limited to the following:
1. Investor relations material will be contained within a separate section of
the website and shall include a notice that advises the reader that the
information posted was accurate at the time of posting, but may be
superseded by subsequent disclosures. The investor relations portion of the
Company website should be sufficiently different in graphic style and/or
colours and/or page labelling to ensure users are aware they are in the
investor relations section.
2. All factual or material information and data posted to the website,
including text and audio-visual material, should show the date such
material was issued and/or posted to the website.
3. News releases will be posted on the Company's website immediately or as
soon as possible after notification by the wire service provider of release
over the news wire.
4. The Company may post on the investor relations section of its website a
complete list, regardless of the recommendation, of all the investment
firms and analysts who provide formal research coverage on the Company. The
Company may request the approval of analysts to be included on such a list.
This list, if provided on the website, will not include links to the
analysts' or any other third party websites or publications.
5. Links from the Company website to a third party website will include a
notice that advises the reader that he or she is leaving the Company's
website and that the Company is not responsible for the contents of the
other site. The Company will be sensitive to any concerns about the
endorsement of information on third party websites (over which it has no
control).
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SCHEDULE D
DRAXIS HEALTH INC. CODE OF ETHICS
DRAXIS HEALTH INC.
CODE OF ETHICS
It is the policy of Draxis Health Inc. (the "Company") to conduct its business
affairs honestly, ethically and in full accordance with the law. Conduct that
may raise questions as to the Company's, or any of its employee's, director's or
representative's honesty, integrity, impartiality, or reputation, or activities
that could cause embarrassment to the Company or damage its reputation are
prohibited. Any activity, conduct, or transaction that may appear to be
unethical, illegal, or improper business conduct must be avoided. Under this
policy, "Company Representative" shall mean any employee, director, officer or
consultant engaged by the Company. All Company Representatives are subject to
this policy.
CONFLICT OF INTEREST
It is the policy of the Company that transactions with other business entities,
universities or other organizations and individuals shall not be influenced or
affected by the personal interests or activities of any Company Representative.
Activities or personal interests of the Company Representatives or their
immediate family members which create the appearance of a conflict of interest
should generally be avoided so as not to reflect negatively on the reputation of
the Company or its Representatives. For practical business reasons, primarily
cost efficiencies, and due to inter-corporate holdings, certain Company
Representatives are directors, officers or employees of affiliates of the
Company. All transactions between the Company and its affiliates shall be
completed on a fair market basis by reference to terms and conditions available
from arm's length third parties. Any actual or apparent conflicts of interest
between the Company and its affiliates shall be resolved on the basis that the
Company's Representatives must act in the best interests of the Company (the
"Affiliates Policy"). In addition, certain Representatives, with the Company's
knowledge and consent, carry-on a professional practice. Such Representatives
may provide professional services to competing businesses or entities conducting
business with the Company, provided that, such professional services do not
involve the Representative in an actual conflict of interest with the Company
(the "Professional Policy"). Such Representatives shall notify the President in
writing immediately of any actual conflict.
Subject to the Affiliates Policy and the Professional Policy, activities or
personal interests of Company Representatives, including those of their
immediately family members, which could appear to influence the objective
decisions required in the performance of their Company responsibilities are
considered to be a conflict of interest and are prohibited unless approved in
writing by the Company's audit committee. Such conflicts may create a
presumption of favouritism or damage the reputation of the Company or its
Representatives in the eyes of others with whom the Company may transact
business, including shareholders and the investment community.
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Subject to the Affiliates Policy and the Professional Policy, the following
activities or interests would be considered conflicts of interest under this
policy except with the Company's prior knowledge and consent:
1. Ownership in any competing business or in any outside concern which does
significant business with the Company.
2. Provision of services as a director, manager or consultant, employee or
independent contractor to any outside concern which does significant
business with the Company or in a competing business.
3. Acceptance of any compensation, gifts or favours of more than nominal value
(less than $100), loans, excessive entertainment or other similar
activities from any outside concern which does or seeks to do business with
the Company or is its competitor.
4. Representation of the Company in any transaction in which the employee or a
related person has a substantial personal interest.
5. Use of Company assets to promote personal interests.
6. Direct or indirect competition with the Company in the purchase, sale, or
development of property, property rights, or products.
7. Authorization, payment, (or acceptance) of bribes in favour of influencing
any decision or action or inaction by any party.
Subject to the Affiliates Policy and the Professional Policy, the following
rules of conduct are to be applied while serving as a Representative of the
Company to avoid any conflict or appearance of conflicts of interest.
1. GIFTS: Money, or its equivalent, may not be accepted from a vendor.
Personal gifts of any kind must never be suggested or encouraged. Nominal
and unsolicited gifts of minimal value (less than $100) may be accepted at
the recipient's discretion.
2. MEALS & REFRESHMENTS: At the vendor's invitation, a Representative may
accept meals or refreshments at a vendor's expense. Excessive, elaborate or
frequently repeated arrangements are not acceptable.
3. ENTERTAINMENT: Occasional attendance at a theater or sporting event, or for
similar entertainment at vendor's expense may be accepted.
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PERSONAL & CONFIDENTIAL
4. LOANS: Personal loans may never be accepted from a vendor, or obtained or
guaranteed for any purpose by a vendor. This does not apply to loans
obtained independently and in the ordinary course of business from a bank
or other public lending institution, including those which do business with
the Company.
5. TRAVEL & LODGING: Travel and lodging for an employee may not be accepted
from, or reimbursed by, a vendor unless such travel and lodging is for
educational or consultative purposes and is approved in advance by the
President. All other business travel as a Representative of the Company
will be at the Company's expense and according to the Company's business
travel policies. Under no circumstance may a Company Representative accept
travel or lodging from a vendor for a family member or friend.
6. GAMBLING: Participation with a vendor in gambling or a contest which may
result in personal gain or more than a nominal value is prohibited.
7. CONTESTS, PRIZES, AWARDS & COMMISSIONS: Company Representatives may not
participate in or receive personal benefit from a vendor-sponsored contest
or promotional effort unless it has been approved by the President. No
employee responsible for buying a vendor's product may participate in or
personally benefit from a vendor-sponsored contest or economically valuable
award, excluding frequent flyer programs. No employee may receive monetary
or other incentive rewards or commissions for sales performance or
otherwise, except from the Company, without prior approval by the
President.
8. PERSONAL SERVICES TO VENDORS: No Representative of the Company may render
any personal or professional services to a vendor or competitor for
compensation or other personal benefit, whether or not outside business
hours. "Vendors" include any entity with which the Company has contractual
relationships.
9. COMPANY ASSETS: No Representative of the Company may use Company assets,
facilities or positions to promote personal interests.
These rules must be interpreted broadly and not technically. "Vendor" includes
any representative of a vendor. "Goods" also includes services. Any employment
or similar involvement with a vendor of a Company Representative's immediate
family should be promptly disclosed to the Company. Ownership interest in a
vendor company should be avoided, and must be disclosed. Misinterpretation of
these rules does not excuse a violation.
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PERSONAL & CONFIDENTIAL
COMPLIANCE WITH LAWS
All Company Representatives are expected to act in full accordance with all
domestic and foreign laws and regulations applicable to the business of the
Company. Violation of laws or regulations or compromise of the Company's ethical
expectations could result in written reprimands or other disciplinary action,
including termination and criminal or civil legal proceedings where applicable.
The Company is involved, from time to time, in matters which are sensitive in
nature and important to the Company, its Representatives and its shareholders.
Securities laws impose certain obligations on the Company regarding the
disclosure of information to the investing public. To comply with these laws and
the regulations promulgated thereunder, the Company has established the
following policies and procedures which are applicable to all Company
Representatives:
1. CONFIDENTIALITY: The Company's ability to effectively discharge its
disclosure obligations under the securities laws can be adversely affected
by the premature or otherwise unauthorized disclosure of internal
information relating to the Company. All Company Representatives,
therefore, must make every effort to maintain the confidentiality of the
Company's internal information. These efforts include securely handling and
storing all sensitive documents. Company Representatives should not
communicate internal information to friends, family or other third party,
except as may be required in the ordinary course of business.
2. DESIGNATED SPOKESPERSON: The Company has designated the President and Chief
Executive Officer and the Vice President and Chief Financial Officer of the
Company as spokespersons for the Company in respect of general and
financial matters respectively. No other Representatives of the Company are
authorized to speak on behalf of the Company unless authorized by the
President of the Company. All third party inquiries should be referred to
the Company's President.
3. TRADING OF SECURITIES: Securities laws prohibit any person from trading in
the Company's securities while in possession of significant information
concerning the Company which has not already been disclosed to the
investing public, or from disclosing such information to another person who
is likely to trade in the Company's securities. In addition, no
Representative shall trade in the Company's securities during the period
commencing five (5) trading days prior to and ending one (1) trading day
following the release of the Company's quarterly or annual financial
results. Similarly, no Representative shall trade in securities of any of
the Company's associates or affiliates (as defined in the SECURITIES ACT
(
ONTARIO)) which are public companies during the period commencing five (5)
trading days prior to and ending one (1) trading day following the release
of the quarterly or annual results of such public companies.
Xx. Xxxxx Xxxxx March 9, 2004
PERSONAL & CONFIDENTIAL
4. RESPONDING TO RUMORS: Rumors concerning the business and affairs of the
Company may circulate from time to time. The Company and its
Representatives will generally not comment or respond to rumors. All
requests for comments or responses must be referred to the President of the
Company.
CONFIDENTIALITY & PROPRIETARY INFORMATION
Except in specific performance of Company business or under specific
authorization by the Company, Company Representatives are prohibited from
disclosing or using confidential or proprietary information, both technical and
non-technical, which belongs to the Company and which the Company considers to
be its trade secrets. Such information may be, or may have been, made available
to, or developed by, Company Representatives during their association with the
Company.
Except in specific performance of Company business or under specific
authorization by the owner, Company Representatives are prohibited from
disclosing or using confidential, material or proprietary information or trade
secrets belonging to others. In addition, all Representatives will be required
to execute a Confidentiality Agreement with the Company as a condition of
employment or engagement.
DISCLOSURE & REVIEW
Subject to the Affiliates Policy and the Professional Policy, all Company
Representatives are required to disclose information concerning an actual or
potential conflict of interest to the President or audit committee. The audit
committee will review details of the conflict or violation and render a
determination or exception to the policy matter in question.
Any Company Representative whose activities or personal interests are determined
to be a conflict or interest or a violation of the Company's ethical
expectations must eliminate such conflict in a manner approved by the audit
committee. Failure to take appropriate action to eliminate the conflict or
violation shall be cause for written reprimand or other disciplinary action
including termination and criminal or civil legal proceedings where applicable.
I have read, understand and agree to comply with the letter and intent of this
policy.
---------------------------- ---------------------------------
Witness [NAME OF EMPLOYEE]
----------------------------------
Date
Xx. Xxxxx Xxxxx March 9, 2004
PERSONAL & CONFIDENTIAL
TABLE OF CONTENTS
1. EMPLOYMENT................................................................1
2. BASE SALARY...............................................................1
3. BENEFITS..................................................................2
4. STOCK OPTION PLAN.........................................................2
5. DEFERRED SHARE UNIT PLAN..................................................2
6. DISCRETIONARY BONUS.......................................................2
7. MEMBERSHIPS AND PUBLICATIONS..............................................3
8. VACATION..................................................................3
9. EXPENSES..................................................................3
10. DEDUCTIONS..............................................................3
11. EMPLOYEE'S COVENANTS....................................................3
12. CONFIDENTIAL INFORMATION, NON-SOLICITATION AND NON-COMPETITION..........4
(a) NON-DISCLOSURE OF CONFIDENTIAL INFORMATION....................4
(b) NON-SOLICITATION AND NON-COMPETITION..........................5
(c) REASONABLENESS................................................5
(d) BREACH OF AGREEMENT...........................................6
13. TERMINATION OF EMPLOYMENT...............................................6
(a) TERMINATION BY DRAXIS FOR CAUSE.....................................6
(b) TERMINATION BY DRAXIS WITHOUT CAUSE BUT WITH NOTICE.................6
(c) TERMINATION BY DRAXIS WITHOUT CAUSE AND WITHOUT NOTICE..............6
(d) TERMINATION PAYMENT FOLLOWING A CHANGE OF CONTROL...................7
(e) TERMINATION BY DRAXIS WITHOUT CAUSE UPON DISABILITY.................9
(f) DEATH...............................................................9
(g) RESIGNATION AND RETIREMENT..........................................9
(h) NO FURTHER NOTICE OR COMPENSATION...................................9
14. FAIR AND REASONABLE....................................................10
15. RETURN OF PROPERTY.....................................................10
16. PROVISIONS OPERATING FOLLOWING TERMINATION.............................10
17. ACKNOWLEDGEMENT........................................................10
18. SEVERABILITY...........................................................10
19. NOTICE.................................................................10
Xx. Xxxxx Xxxxx March 9, 2004
PERSONAL & CONFIDENTIAL
20. GOVERNING LAW..........................................................11
21. BENEFIT OF AGREEMENT...................................................11
22. ENTIRE AGREEMENT.......................................................11
